AGREEMENT FOR SALE
AND PURCHASE OF SHARES
Parties
THE SHAREHOLDERS OF PRITECH CORPORATION LIMITED
XXXXXXX INVESTMENTS (N.Z) LIMITED
XXXXXXX INVESTMENTS LIMITED
Relating to Pritech Corporation Limited
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AGREEMENT dated 31st March 1998
PARTIES
1. The parties specified in Item 1 of Schedule 1 (Vendors).
2. XXXXXXX INVESTMENTS (N.Z.) LIMITED at Auckland, (Purchaser).
3. XXXXXXX INVESTMENTS LIMITED a company listed on the Alberta Stock Exchange
(BKI).
INTRODUCTION
A. The Vendors are the holders of the Shares together with all rights
attaching to the Shares.
B. The Vendors have agreed to sell to the Purchaser and the Purchaser has
agreed to purchase from the Vendors all of the Shares for the Consideration
and upon the terms and conditions contained in this Agreement.
TERMS
1. Interpretation
1.1 Defined Terms: In this Agreement the following terms shall have the
meanings specified:
Accounting Date 30 September 1998.
Associated Person has the meaning given in section 0D7(l) of the Income
Tax Xxx 0000.
Business Day a day (other than a Saturday or Sunday) on which
registered banks are open for business in Auckland.
Business Records all books of account, Financial Statements, records,
files, data, databases, certificates or other evidence
of title to assets and information howsoever recorded
or stored relating to or required for the business of
the Company or pertaining to its affairs.
Cashflow shall have the meaning ascribed to that term in the
Escrow Agreement.
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Charge includes option, right to acquire, lien, pledge,
mortgage, assignment, charge, security interest,
bailment, or encumbrance or adverse interest of any
nature whether legal or equitable and no matter how
arising but excluding claims of suppliers of goods
subject to retention of title provisions supplied in
the normal course of business.
Company Pritech Corporation Limited, a company incorporated
under the Companies Xxx 0000 under No.AK1143669 having
its registered office at Auckland and having its
capital divided into 126,979 fully paid shares (total
paid up capital $126,979).
Completion completion by the parties of the sale and purchase of
the Shares as provided in clause 5.
Completion Date 17 April 98 or such other date as may be agreed upon by
the parties.
Consideration the sum calculated by applying a multiple of 4 to the
actual audited NPAT of the Company for the Year ending
on the Accounting Date calculated on the basis that an
allowance is made for income tax at the Company's
appropriate tax rate for that period subject to
adjustment as provided in clauses 2.4 and 3.4.
Constitution the Constitution of the Company.
Costs includes any and all costs (on a solicitor and own
client basis), expenses, damages, penalties, interest,
compensation, and awards.
Disclosure Letter the letter from the Vendor to the Purchaser disclosing
information pursuant to clause 7 and Schedule 3.
Earn Out Period the Years ending on 30 September 1999, and 2000.
Earn Out Sum the Consideration less the Net Asset Value.
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Escrow Agreement the Escrow Agreement in the form annexed as Annexure 3
to be entered into by BKI, the Vendors and the Trustee.
Exchange Rate the average between the WestpacTrust buy and sell rates
for the exchange of $NZ to $CAD, at the close of
business on the date specified in this Agreement or
where a date is not specified, on the last Business Day
prior to the date of the relevant transaction.
Financial Statements each and every part of the financial statements of the
Company for the Year which ended on the Last Accounting
Date.
GAAP Generally accepted accounting principles adopted in New
Zealand.
GST Act Goods and Services Tax Xxx 0000.
GST Goods and Services Tax levied under the GST Act.
Intellectual Property all intellectual property specified in Item 3 of
Schedule 1 and all intellectual property necessary for
the Company to carry out the projects described in the
Company budgets to be prepared pursuant to clause 5.2.4
and includes all confidential information, trade
secrets, drawings, designs, techniques, programmes,
processes, logos, copyrights, trade or service marks,
patents, registered designs, and other information and
rights capable of being protected under New Zealand or
other laws relating to intellectual property no matter
how recorded or stored and any applications for same.
Interest Rate the cost of funds for the BKI Group.
Last Accounting Date 30 September 1997.
Net Asset Value the net tangible asset value of the Company determined
in accordance with clause 2.4
NPAT the net profit after income tax calculated in
accordance with GAAP.
Penalty Rate the WestpacTrust Indicator Lending Rate plus 5%.
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Premises the premises at 0xx Xxxxx, Xxxxxx Xxxxx, 00 Xxxxxx Xxxx
Xxxx, Xxxxxxxx.
Proceedings includes proceedings, claims, demands, actions,
conferences, mediations, conciliations, compromises,
arbitrations, hearings or appeals arising out of
preliminary to or in connection with any dispute or
alleged dispute.
Related Company a related company as defined sections 5 to 8 of the
Companies Xxx 0000.
Shares all of the existing issued shares in the capital of the
Company being acquired by the Purchaser pursuant to
this Agreement
Statutory Books the Company's Constitution, and its Certificate of
Incorporation, Directors' and Members' minute book,
Register of Members, Register of Directors and
Secretaries, Interests Register, Register of Charges
and Seal Register (if any).
Strike Price in respect of the Bid shares to be issued pursuant to
this Agreement is the last sale price for BKI shares on
the Toronto Stock Exchange on the relevant dates
specified in clause 3.
Subsidiary a subsidiary as defined in sections 5 to 8 of the
Companies Xxx 0000.
Taxation all forms of taxation (including without limitation
capital gains tax, income tax, surtax, estate duty,
stamp duty, rates, GST, PAYE, withholding tax,
provisional tax, duties, customs and other import or
export duties and all other statutory, fiscal, central
or local government or municipal impositions, duties
and levies) and all reassessments, penalties, Charges,
Costs and interest relating to such taxation for
noncompliance or otherwise.
Trustee Montreal Trust or such other trustee approved by the
Toronto Stock Exchange to hold BKI shares pursuant to
the Escrow Agreement.
Warranties the representations, warranties, and undertakings of
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the Vendors set out in Schedule 2.
Year a financial year from 1 October to 30 September in the
next year.
1.2 General Interpretation: In the interpretation of this Agreement, unless
the context otherwise requires:
1.2.1 References to the parties include their respective executors,
administrators, successors and permitted assigns;
1.2.2 Words in the singular shall include the plural and vice versa;
1.2.3 Words importing one gender shall include the other genders;
1.2.4 Any obligation not to do anything includes an obligation not to
suffer, permit or cause that thing to be done;
1.2.5 Headings have been inserted for convenience only and shall not
affect the construction of this Agreement;
1.2.6 Reference to a statute includes all statutes amending,
consolidating or replacing the statute referred to and includes
all subsidiary or delegated legislation or exercises of
authority under such statute or legislation;
1.2.7 References to clauses, schedules and annexures shall be
construed as references to the same in this Agreement;
1.2.8 References to money are references to New Zealand currency
unless otherwise specified.
1.3 Joint and Several: All covenants expressed or implied shall bind all
persons executing this Agreement and any two or greater number of them
jointly and each of them severally.
1.4 Time of the Essence: Time shall be of the essence of this Agreement both
as to dates and periods.
1.5 Precedence of Documents: If there is any conflict between the provisions
of this Agreement and the Escrow Agreement, the provisions of this
Agreement shall prevail.
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2. Agreement for Sale and Purchase
Sale and Purchase: The Vendors agree to sell and the Purchaser agrees to
purchase the Shares for the Consideration. Subject to Completion in
accordance with this Agreement, the sale and purchase shall be deemed to
have taken effect as at 1 April 1997
The purchaser ratifies and confirms all the employment terms and
conditions enjoyed by the vendors for the period 1 April 1997 to
Completion Date and shall recognise in any new Employment Contract
between each vendor and the Company, that vendor's continuity of service
with the Company and the ongoing rights and benefits that vendor enjoys
because of his length of service with the Company.
The purchaser further ratifies and confirms all management decisions
made by the vendors prior to the Completion Date and undertakes not to
make, after the date for Completion, any financial decisions affecting
the Company for the period prior to the Completion Date.
2.2 Accrual Rules: The Consideration is the lowest price the parties would
have agreed upon at the date of this Agreement for the sale and purchase
of the Shares and is consequently the core acquisition price pursuant to
Section OB 1(c) of the Income Tax Xxx 0000.
2.3 Audit: The Purchaser shall be entitled at its cost to appoint KPMG to
audit the calculation of the Net Asset Value, the Earn Out Sum, the
Financial Statements and the financial statements for the Company for
the Year ending on the Accounting Date and each Year of the Earn Out
Period. Such audit shall be conducted by KPMG adopting GAAP which shall
be applied consistently over the various audit periods.
2.4 Initial Consideration Calculation:
2.4.1 Net Asset Value: The Net Asset Value as at the Last Accounting
Date shall be determined by the Company's accountant, Xxxxx
Xxxxxxxx in accordance with GAAP.
2.4.2 Consideration: The Consideration including the Earn Out Sum
shall be determined by Xxxxx Xxxxxxxx at the cost of the Vendors
as at the Accounting Date in accordance with GAAP
2.4.3 Adjustment: The Purchaser shall have the right to adjust the Net
Asset Value and the Consideration if the KPMG audit as at the
Last Accounting Date and at the Accounting Date reveals any
discrepancies of accounting practices which are not deemed by
the New Zealand Institute of Chartered Accountants to be
accepted accounting practice in the calculation of the
Consideration.
2.4.4 Vendors' Review: The Vendors shall be provided with a copy of
the KPMG
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audit report and shall within a period of 10 days following
receipt of such report to review and make submissions on its
contents.
3. Consideration and Payment
3.1 Satisfaction of Consideration: The Consideration shall be paid or
satisfied by the Purchaser as follows:
3.1.1 Deposit: A deposit of $100,000 shall be paid in cash upon
completion of the Purchaser's due diligence investigation
provided for in clause 9.1.1 and allocated between the Vendors
as provided in Schedule 1.
3.1.2 Net Asset Value: A sum equal to the Net Asset Value less the
deposit specified in clause 3.1.1 shall be paid in cash upon
Completion and allocated between the Vendors as provided in
Schedule 1.
3.1.3 Balance: The balance of the Consideration (subject to adjustment
as provided in clauses 2.4 and 3.4) shall be paid in the manner
provided in clauses 3.2 and 3.3 by way of the issue and
allotment to the Vendors in the percentages specified in
Schedule I free from all Charges of fully paid ordinary shares
in the capital of BKI. Such shares shall rank in all respects
pari passu with the existing ordinary shares in the capital of
Bid.
3.2 Issue of Shares: Bid shall issue the shares pursuant to clause 3.1.3
(Earn Out Shares). The Earn Out Shares shall be:
3.2.1 Issue: Issued in one tranche on or before 31 December 1998.
3.2.2 Value: Issued in numbers which have a value (based on the Strike
Price converted to $NZ at the Exchange Rate as at the Accounting
Date) equal to the Earn Out Sum.
3.2.3 Trust: Issued initially to the Trustee to be held in escrow
pursuant to the Escrow Agreement and subject to the earn out and
escrow conditions specified in clause 3.3 and in the Escrow
Agreement.
3.3 Escrow and Earn Out Provisions: The Earn Out Shares shall be held by the
Trustee subject to the following conditions:
3.3.1 Achieve Cashflow: The Earn Out Shares shall only be released to
the Vendors if the Company produces sufficient cumulative
Cashflow during the Earn Out Period.
3.3.2 Release Dates: Earn Out Shares shall be released to the Vendors
in 2
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tranches no later than 31 December 1999 and 31 December 2000
respectively (Release Dates).
3.3.3 Value: The Earn Out Shares to be released on each of the Release
Dates shall equal in value (on each occasion based on the Strike
Price converted to $NZ at the Exchange Rate as at the Accounting
Date) the Cashflow of the Company for the Year which ended
immediately prior to the relevant Release Date.
3.4 Final Adjustment of the Consideration and Earn Out Sum:
3.4.1 Calculation: The Earn Out Sum shall be reduced on the basis of a
$NZ 1.00 reduction for each $NZ 1.00 by which the cumulative
Cashflow of the Company over the Earn Out Period falls short of
the Earn Out Sum.
3.4.2 Final Calculation: Prior to 31 December 2000 there shall be a
final calculation of the Earn Out Sum based on the cumulative
Cashflow for Earn Out Period.
3.4.3 Adjustment: The Earn Out Sum and the Consideration shall then be
adjusted accordingly. Any Earn Out Shares which are not required
to be released to the Vendors following such final calculation
shall be cancelled. The Consideration shall not in any event be
adjusted by more than the value of any Earn Out Shares remaining
at the end of the Earn Out Period.
3.5 Dividends on Earn Out Shares: Any dividends declared or bonus or rights
entitlements issued in respect of Earn Out Shares held in escrow
pursuant to clauses 3.2 or 3.3 shall be issued to and held in trust by
the Trustee for the benefit of the appropriate vendor for whom such
shares are held and shall be additional benefits for such vendor.. Any
such dividends declared or entitlements in respect of such shares shall
also be released, paid or applied to the Vendors in proportion to the
shares that are released. The value of such dividends or other
entitlements shall not be taken into account when calculating the value
of shares to be released. Any dividends or entitlements in respect of
BKI shares which are cancelled will be forfeited to BKI on the date of
cancellation.
4. Parties' Obligations on or before Completion
4.1 Vendors' Obligations: On or before Completion the Vendors shall:
4.1.1 Disclosure: Deliver to the Purchaser prior to the time of
execution of this Agreement the Disclosure Letter signed by the
Vendors.
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4.1.2 Release of Liability to Associated Persons: Procure that the
Company is released unconditionally from all liability and
obligations whatsoever (whether actual or contingent) to the
Vendors or any Associated Persons of the Vendors. If such
release is not or cannot properly be provided on or before
Completion then the Vendors will indemnify the Company and the
Purchaser from and against all Costs and Proceedings in respect
of such liability and obligations. Liabilities and obligations
incurred in respect of normal trade purchases or transactions on
usual commercial terms for payment and performance shall not be
required to be so released;
4.1.3 Access to Premises and Business: Ensure that the Purchaser and
its representatives have full access to the Premises, the
Statutory Books and the Business Records from the date of this
Agreement and will be given promptly all information they may
reasonably require concerning the business or affairs of the
Company;
4.1.4 Filing of Satisfactions of Charges: File memoranda of
satisfaction with the Registrar of Companies, the High Court
Chattels Registry or the Land Transfer Office or the Motor
Vehicles Security Register (as appropriate) in respect of all
Charges registered against the property of the Company except
those Charges which are specified in Item 2 of Schedule 4.
4.1.5 Employment Contracts: Procure the execution by the Company of
employment contracts with the Vendors in the form annexed as
Annexure 2.
4.1.6 Personal Assets: Procure that all assets owned by the Company
but principally employed for the personal use of the Vendors are
sold and removed from the Company asset register by the
Completion Date.
4.1.7 Consultation: Consult with the Purchaser in relation to all
matters which materially affect the Company or its operations
including items of capital expenditure and general expenses
totalling more than $10,000 or falling outside the ordinary
course of business of the Company.
4.2 Purchaser's Obligations: The Purchaser shall use best endeavours to
obtain a release of the Vendors of all personal liabilities which may
arise after Completion in relation to personal guarantees (as specified
in Item 3 of Schedule 4) provided by them in respect of obligations of
the Company. Should any such releases not be procured then the Purchaser
shall indemnify such directors in respect of all Costs and Proceedings
which arise in relation to their personal guarantees for acts or
omissions of the Company after Completion.
5. Completion
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5.1 Initial Settlement: Completion shall take place on the Completion Date
at the offices of the Purchasers solicitors Lowndes Jordan at 2.15 p.m.
or at such other time or place as the parties shall agree at which time
the Purchaser shall be entitled to the possession of the business
conducted by the Company and the Vendors will hand to the Purchaser:
5.1.1 Share Transfers: Transfers of the Shares to the Purchaser and/or
its nominee duly executed by the Vendors in registrable form;
5.1.2 Share Certificates: The share certificates (if any) for the
Shares or if none have been issued a statutory declaration by an
officer of the Company to such effect;
5.1.3 Pre-emptive Rights Waivers: A waiver signed by all the Vendors
whereby they waive all rights of pre-emption conferred on them
by the Constitution or otherwise in respect of the transfer of
all or any of the Shares;
5.1.4 Directors' Resolutions: Evidence of the passing of effective
resolutions of the Directors of the Company to register the
transfer of the Shares into the name of the Purchaser and/or its
nominee in the Register of Members of the Company in respect of
the Shares.
5.1.5 Shareholders' Resolutions: Evidence of the passing of effective
shareholders' resolutions appointing Xxxxxxx Xxxxxxx and Xxxxxxx
Xxxxxxx as directors of the Company in addition to the Vendors
and adopting a Constitution for the Company pursuant to clause
4.1.8.
5.1.6 Releases of Charges over Shares: Unconditional releases of any
Charges over any of the Shares;
5.1.7 Company Records: The Statutory Books and the Business Records of
the Company;
5.1.8 Pre-conditions: Evidence satisfactory to the Purchaser that the
Vendors have fulfilled their obligations under clause 4;
and against compliance with the above provisions the Purchaser shall pay
or satisfy the payment of the Deposit pursuant to clause 3.1.1.
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5.2 Post Settlement Obligations
5.2.1 Purchaser's Obligations:
(a) The Purchaser shall procure that all staff who are
employed by the Company at the date of this Agreement
(except the Vendors) are retained on their current
employment contracts for such time as their performance
is satisfactory and their positions are required to be
filled.
(b) The Purchaser and BKI shall make available to the
Company, expansion capital at the at the cost of funds
for the BKI Group, for the purpose of development of
projects or business expansion as agreed between the
Vendors and the Purchaser.
(c) The Purchaser shall procure that for the Earn Out Period
the Vendors shall, provided that they satisfy all
necessary legal requirement, and remain employees of the
company, remain appointed as directors of the Company
(Xxxxx Xxxxxxx as managing director).
5.2.2 Management of the Company: It is the intention of the parties
that the Purchaser will allow the Vendors to continue to manage
the Company during the Earn Out Period without any material
change to their management policies and practise or to the
direction of the business of the Company or to accounting
policies, provided that:
(a) the Company meets agreed financial and business targets;
and
(b) the profit and loss budgets agreed pursuant to clause
5.2.4 (a) are achieved; and
(c) the Vendors remain as directors and employees of the
Company.
5.2.3 Release of Vendors: Should the Purchaser use its voting control
of the Company to breach its obligations under clause 5.2.2 then
the Vendors, after serving notice of such breach and the
Purchaser failing to rectify such breach within 10 Business
Days, shall.
(a) be released from the restraints provided in clause 10;
and
(b) the Purchaser shall procure that the balance of BKI
shares held in escrow pursuant to clause 3.2 and all
dividends and other benefits attaching to them, are
released to the Vendors.
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5.2.4 Vendors' Obligations
(a) The Vendors and the Company's management team shall
produce a profit and loss budget for the Years ending on
30 September 1998 and 1999. Such budget shall be agreed
with the Purchaser prior to completion.
6. Default
6.1 Default by Vendors; Without prejudice to clause 8, if any of the Vendors
have not fully complied with the provisions of clauses 4 or 5 on
Completion, the Purchaser may (in addition to and without prejudice to
all other rights or remedies available to the Purchaser under this
Agreement or otherwise) at the Purchaser's option:
6.1.1 Rescind: Rescind this Agreement; or
6.1.2 Completion: Effect Completion so far as practicable having
regard to the defaults which have occurred (without releasing
the Vendors from liability to comply as soon as possible with
the Vendors' obligations under clauses 4 and 5).
6.2 Default by Purchaser: If from any cause whatsoever except default of the
Vendors
6.2.1 Interest: Any portion of the Consideration is not paid upon the
due date for payment the Purchaser shall pay to the Vendors
interest calculated at the Penalty Rate on the portion of the
Consideration so unpaid from the due date for payment until
payment.
6.2.2 Other Action: The Purchaser and/or Bid shall be in default under
this Agreement then the Vendors may
(a) Xxx the Purchaser for specific performance; or
(b) Cancel this agreement and xxx the Purchaser for damages.
7. Warranties
7.1 Vendors' Warranties: The Vendors warrant and undertake to the Purchaser
in terms of the Warranties that:
7.1.1 Investigations not to affect Warranties: Except as disclosed in
Schedule 3 and/or the Disclosure Letter, the Warranties shall
not be modified, qualified or discharged or in any way affected
by any investigation made by the Purchaser into the affairs of
the Company;
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7.1.2 Separate and Independent: Each of the Warranties shall be
separate and independent and save as expressly otherwise
provided shall not be limited by reference to any other of the
Warranties or any other provision of this Agreement.
7.1.3 Reliance on Warranties: The Vendors acknowledge that the
Purchaser has entered into this Agreement in reliance (among
other things) on the Warranties.
7.2 Vendors' Covenants: The Vendors warrant, represent and undertake to the
Purchaser and also as a separate covenant to the Company:
7.2.1 Indemnity: That they will keep the Purchaser and the Company
fully indemnified against all and any depletion in or reduction
in the value of the Shares or any of the assets of the Company
and all Proceedings and Costs reasonably suffered or incurred by
the Purchaser or the Company as a result of or in relation to
any breach or non-fulfilment of any of the Warranties and all
Costs incurred in making, defending or compromising any
Proceedings in relation to facts or matters which are a breach
or non-fulfilment; and
7.2.2 No Representations Made: That no promise or representation has
been made to them in connection with any of the Warranties or
the Disclosure Letter in respect of which the Company or any of
the directors or employees of the Company might be liable; and
7.2.3 No Breach of Warranties Prior to Completion: That the Vendors
will, so far as they are able, procure that (except only as may
be necessary to give effect to this Agreement) neither they nor
the Company shall do, allow or procure any act or omission
before Completion which would constitute a breach of any of the
Warranties if they were given at any time prior to or on
Completion or which would make any of the Warranties inaccurate
or misleading if they were so given; and
7.2.4 Disclosure of Change in Circumstances: The Vendors will
forthwith disclose in writing to the Purchaser any matter or
thing which may arise or become known to any of them after the
date of this Agreement and prior to Completion which:
(a) is inconsistent with any of the Warranties or which
might render any of them inaccurate or misleading when
given at Completion; or
(b) might be material to be known by a purchaser for value
of the Shares;
(c) might have a material adverse effect on the value of the
Shares or the assets of the Company.
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7.3 Warranty Limitations: Notwithstanding any other provisions of this
Agreement, the warranties are made and given subject to the provisions
of Schedule 3.
7.4 Purchaser Warranties to Vendors:
7.4.1 Purchaser's Power: The Purchaser has the legal right and power
to enter into this Agreement and purchase the Shares from the
Vendors.
7.4.2 BKI's Power: BKI has the legal right and power to enter into
this Agreement and the Escrow Agreement.
7.4.3 Authorisation: The execution, delivery and performance of this
Agreement and the Escrow Agreement have been duly authorised by
all necessary corporate action and each of them is valid,
binding and enforceable against the Purchaser and BKI
respectively.
8. Rights of Rescission
8.1 Rescission for Breach: Without prejudice to clause 6, if on or prior to
Completion it should be found that:
8.1.1 Unfulfilled Obligations: Any obligation of any party hereto
contained in this Agreement is or will on Completion be
unfulfilled; or
8.1.2 Breach of Warranties: Any Warranty is or may at Completion be
inaccurate or misleading;
then the party adversely affected may, without prejudice to any other
rights available to it or them under clause 8.2 of this Agreement, by
notice in writing to the other parties, rescind this Agreement.
8.2 Effect of Rescission: Rescission of this Agreement under clause 8.1
shall not extinguish any right of the rescinding party to damages or
compensation.
8.3 Rescission for Matters other than Default: If on or prior to Completion:
8.3.1 Destruction of Assets: Any asset of the Company shall be
destroyed or damaged to an extent which in the opinion of the
Purchaser materially and adversely affects the Company or the
carrying on of the business of the Company; or
8.3.2 Material Adverse Change: Any other event shall occur which
affects or is
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likely to affect adversely to a material degree the Company or
the financial position, business, assets or profitability of the
Company or the value of the Shares to the Purchaser,
the Purchaser shall be entitled by notice in writing to the Vendors to
rescind this Agreement, but the occurrence of such an event shall not
give rise to any right to damages or compensation except where the
Vendors have failed to give notice of such event as required by clause
7.2.4.
9. Conditions
9.1 This Agreement is conditional upon:
9.1.1 Purchaser's Due Diligence: The Purchaser being satisfied with
its due diligence investigation into the affairs of the Company.
9.1.2 Vendors' Due Diligence: The Vendors being satisfied with:
(a) the terms of the employment contracts to be offered to
the Vendors by the Purchaser to take effect from
settlements within 15 Business Days of the date of
supply of the contracts.
(b) Any variation of the terms which may be specified by the
Purchaser pursuant to clause 9.4 within 15 Business Days
of the date of communication of the proposed variations.
9.1.3 Asset Lessor's Consent: Consent being given by the lessor of any
assets leased by or on hire or conditional purchase to the
Company to the transfer of the Shares to the Purchaser where the
failure to obtain such consent might constitute an event of
default under such lease or hire or conditional purchase
agreement; and
9.1.4 Government or Regulatory Consents: Consent being given by any
Canadian government or regulatory body whose consent is required
to enable Completion of this Agreement; and
9.1.5 Material Contractors' Consent: Consent being given by the other
party or parties to any agreement under which the Company enjoys
any material benefit where without such consent such agreement
might be terminated, which agreements include without limitation
those specified in Item I, Schedule 4; and
9.1.6 Landlord's Consent: The lessor of the Premises consenting to the
transfer / of the Shares to the Purchaser; and
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9.1.7 Stock Exchange Approval: The approval of the Alberta and (if
applicable) the Toronto Stock Exchange.
9.1.8 Board Approval: The approval of the board of directors of the
Purchaser and of BKI.
9.2 Fulfilment of Conditions: Each of the parties shall do all acts and
things reasonably necessary to procure the fulfilment of the conditions
set out in clause 9.1.
9.3 Failure of Conditions: Should:
9.3.1 Not Satisfied: Any of the conditions set out in clause 9.1 not
be fulfilled or waived (as the case may be) by the Completion
Date or such later date as may be agreed by the parties; or
9.3.2 Unreasonable Conditions: Any consent or approval required in
terms of the conditions set out in clause 9.1 be granted on
terms not reasonably acceptable to any affected party;
then:
9.3.3 Agreement Voidable: This Agreement shall be voidable by notice
in writing and upon issue of such notice this Agreement shall
then be at an end and the parties shall not have any further
rights or obligations except that the Vendors will repay any
deposit or part payment of the Consideration.
9.4 Variation of Agreement: If the Purchaser has, during the course of its
due diligence investigations, identified that the viability or
profitability of the Company / is substantially less favourable than
represented by the Vendors, the Purchaser may offer to complete the
purchase of the Shares subject to such variations to the terms of this
Agreement as may be specified by the Purchaser and which are accepted by
the vendors.
10. Non Competition
10.1 Consideration: In consideration of the Purchaser entering into this
Agreement and as a condition precedent, the Vendors and each of them
acknowledge that the value of the Consideration is in part dependent
upon, and the Purchaser has agreed to pay the Consideration on, the
basis that none of the Vendors will carry on a business in substantial
competition with that at present carried on by the Company.
10.2 Non Competition: In recognition of the understanding in 10.1 above, the
Vendors severally covenant and agree with the Purchaser that during
their
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employment by the Company and for a period of 90 days from the end of
the Earn Out Period that:
10.2.1 Business: They will each not at any place in New Zealand be
directly or indirectly engaged or connected or interested in any
business in substantial competition with the Company, either on
their own account or as a partner with or as an employee of any
other person or as a shareholder, director, officer, consultant,
adviser or employee of any person or directly or indirectly
assist financially any such business except:
(a) as a servant of the Company, the Purchaser or a
Subsidiary of the Purchaser; or
(b) with the prior written consent of the Purchaser; which
shall not be unreasonably withheld, or
(c) as holder of not more than 5% of the shares in the
capital of any public company if and only so long as
such shares are listed on any official stock exchange;
and
10.2.2 Orders: They will not on their own account or for any business
in substantial competition with the Company solicit orders for
such Business otherwise than for the benefit of the Company from
any person, firm or company who during the term of the Earn Out
Period is or has been a customer of the Company; and
10.2.3 Employees: They will not on their own account or for any
business "in substantial competition with the Company" entice or
attempt to entice away from the Company or the Purchaser any
employee of the Company or of the Purchaser or of any Subsidiary
of the Purchaser. This clause shall not restrict the Vendors'
right to employ any person who makes an unsolicited application
to the Vendors or any of them.
10.2.4 Substantial Competition: For the purposes of this clause 10 the
expression "in substantial competition with the Company" shall
mean, offering for sale or reward any specific product also
offered by the Company, or offering any service using the same
tool-sets as any tool-sets used by the Company. Use of any generic
professional, business or technical skills used by the Vendors or
any of them in the delivery of any product or service, but not
specific to any product offered or tool-set used by the Company,
shall not in itself constitute "substantial competition" with the
Company.
10.3 Provisions with respect to Covenants: Each of the covenants contained in
clause 10.2 shall:
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10.3.1 Separate and Severable: Be separate and severable and to the
extent that any such provision is unenforceable by reason of its
period, scope or area being held by a court of competent
jurisdiction to be unreasonable, then such provision shall be
limited to the maximum period, scope or area which such court
considers reasonable and shall be enforceable on those terms;
10.3.2 Benefit of Purchaser and Assigns: Be given for the benefit of
and be enforceable by the Purchaser and the Purchaser's
successors and assigns.
11. First Right of Refusal
11.1 Should the Purchaser or BKI at any time after settlement determine that
the Company and/or its assets are no longer required within the Bid
group, then the Purchaser shall procure that the Vendors (or, if not all
of them are interested, then such of them as are interested) are
provided with the first right to purchase the Company and/or its assets
as follows:
11.1.1 The purchase price shall be the fair market value. Such purchase
price shall not be higher than the price at which the Company
and/or the Purchaser is prepared to sell to a third party.
11.1.2 The Purchaser or BKI shall give notice to the Vendors of the
desire to sell, the price and terms and conditions of sale and
the Vendors (or such of them as are interested) shall have a
period of 15 Business Days in which to advise in writing whether
they wish to exercise the right to purchase.
11.1.3 If those Vendors do not give notice within the time provided in
clause 11.1.2 then the Purchaser or BKI shall be free to sell to
a third party but shall not offer to a third party a more
favourable price or other more favourable terms and conditions
without first offering those terms to the Vendors as provided in
clause 11.1.2.
11.2 If such right is exercised by the Vendors (or any of them) then with
effect from settlement of the purchase all restrictions imposed by
clause 10 shall be terminated and any remaining shares held in escrow
pursuant to clause 3.3 shall be released to the Vendors.
12. Arbitration
12.1 Submission: If any dispute or difference shall arise between any of the
parties in any way arising out of or in connection with this Agreement
such dispute or difference shall be referred to the arbitration pursuant
to the Arbitration Xxx 0000.
X-000
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00. General
13.1 Non-Merger: The warranties, indemnities, representations and
undertakings set out in this Agreement shall notwithstanding any rule of
law to the contrary not merge in the instruments of transfer executed
pursuant to this Agreement but shall remain in full force and effect and
enforceable to the fullest extent.
13.2 No Announcement: The parties agree that (except as may be required by
law or by the requirements of the Toronto Stock Exchange) they will not
make any announcement or disclosures as to the subject matter of this
Agreement except in a form and manner and at such time as all parties
may agree.
13.3 Notices: Any notice to be given pursuant to this Agreement shall be
given in accordance with and subject to the following provisions of this
clause 13.3:
13.3.1 In Writing: Notices shall be in writing signed by a duly
authorised officer of the party giving the notice or by the
party's solicitor;
13.3.2 Delivery: Without prejudice to any other sufficient mode of
delivery, a notice may be sent by hand, prepaid post, telex or
facsimile to the address or number (in the case of telex or
facsimile) of the intended recipient last advised to the sender
in accordance with this clause. The initial addresses and
numbers of the parties are:
(a) Vendors
c/oCockcroft, x'Xxxxx
Banisters and Solicitors
P 0 Box 36 187 Northcote
AUCKLAND
Facsimile: 480 0097
(b) Purchaser 0 Xxxx Xxxxxx
Xxxx Xxxx
XXXXXXXX
Facsimile: 376 7891
13.3.3 Notice by Hand: Subject to clause 13.3.6, a notice delivered by
hand shall be received on delivery;
13.3.4 Notice by Post: Subject to clause 13.3.6, a notice sent by
prepaid post shall be deemed to be received 3 days after being
posted;
13.3.5 Notice by Telex or Facsimile: Subject to clause 13.3.6, a notice
sent by telex or facsimile shall be deemed to be received at the
time of transmission where a transmission report or answerback
code produced by the sender's
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21
machine indicates successful transmission;
13.3.6 Receipt Outside Business Hours: Any notice received or deemed to
be received pursuant to clauses 13.3.3, 13.3.4 or 13.3.5 after
5.00 p.m. (recipient's time) on a Business Day in the
recipient's city or on a day which is not a Business Day in the
recipient's city shall be deemed to be received at 9.00 a.m.
(recipient's time) on the next Business Day in the recipient's
city;
13.3.7 Proof of Delivery: In proving delivery of a notice, it shall be
sufficient:
13.3.8 By Hand: In the case of a notice by hand, to provide evidence
that the notice was delivered to the address of the recipient
and no acknowledgment from the recipient shall be necessary;
13.3.9 By Post: In the case of a notice by post, to provide evidence
that the notice was correctly addressed and posted in a prepaid
envelope;
13.3.10 By Telex or Facsimile: In the case of a notice by telex or
facsimile, to provide the transmission report produced by the
sender's machine showing a successful transmission to the
correct number of the recipient and to have telephoned the
recipient to confirm receipt of a legible copy of such notice.
13.4 Applicable Law and Jurisdiction: This Agreement shall be governed by and
construed and interpreted in accordance with the laws of New Zealand and
the parties irrevocably submit to the exclusive jurisdiction of the New
Zealand courts.
13.5 Further Assurance: The parties will do all things including without
limitation the execution of documents as shall be necessary to give full
effect to this Agreement.
13.6 Entire Agreement: This Agreement including all schedules, annexures and
exhibits to it, and any documents incorporated by express reference
forms the entire agreement between the parties relating to its subject
matter and supersedes all prior agreements and understandings between
the parties with respect to that subject matter. If there is any
conflict between the terms of this document and any other document
forming part of this Agreement, the terms set out in this document shall
prevail.
13.7 Variation: This Agreement may only be varied by an express written
agreement executed by all the parties or by persons duly authorised in
writing on their respective behalf
13.8 Costs: Each party shall bear their own costs of and incidental to the
preparation, Completion and implementation of this Agreement. If either
party elects not to proceed with this Agreement prior to completion then
all professional fees incurred by both
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22
parties in relation to this Agreement and the transactions associated
with this Agreement shall be borne by the party so withdrawing.
13.9 Waiver: No failure to exercise and no delay in exercising on the part of
any party any right under this Agreement shall operate as a waiver of
that right. No single or partial exercise of any right shall preclude
any other or further exercise of such right or the exercise of any other
right. Any such waiver unless otherwise expressly agreed in writing,
shall only apply in respect of the particular circumstances for which it
is given.
13.10 Counterparts: This Agreement may be signed in any number of
counterparts, all of which when taken together constitute one and the
same instrument. Any party may enter into this Agreement by executing
any such counterpart. The parties will cooperate to circulate all
counterparts to each other for the purposes of having all counterparts
executed by all parties as soon as practicable following Completion.
13.11 Execution:
13.11.1 The execution of a facsimile copy of this Agreement and its
transmission by facsimile to all of the parties or their
solicitors shall be sufficient to constitute a legal contract
and satisfy the requirements of section 2 of the Contracts
Enforcement Xxx 0000.
13.11.2 If any party requires the original signed facsimile copy shall
be delivered to that party within 5 Business Days of request
being made. If the original is not delivered any party which
accepts a facsimile copy may in any proceeding produce the
facsimile copy. In such case no party may object to such copy
being produced as an original and all parties shall be deemed to
have waived any law of evidence or other requirement that an
original be produced as evidence of the existence or contents of
the original.
13.11.3 Each party shall only become bound by this Agreement when it has
been executed by or on behalf of such party.
EXECUTED by the parties.
SIGNED for XXXXXXX INVESTMENTS (NZ) LIMITED
by:
Name /s/ Xxxxxxx Xxxxxxx
-------------------------
Director
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Name
Director
SIGNED for XXXXXXX INVESTMENTS LIMITED
by:
Name /s/ Xxx Xxxxxxxx
-------------------------
Officer
Name
Director
SIGNED by DAV1D XXXXXXX XXXXXXX
/s/ X. Xxxxxxx
in the presence of: --------------------
Witness
Witness Name
Witness Address
Occupation
SIGNED by XXXXX XXXX XXXXX
/s/ X. X. Xxxxx
in the presence of: --------------------
Witness
Witness Name
Witness Address
Occupation
SIGNED by XXXX XXXXXXX XXXXX
/s/ X. X. Xxxxx
in the presence of: --------------------
Witness
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Witness Name
Witness Address
Occupation
SCHEDULE 1
Item 1.
Shareholders Shares
Xxxxx Xxxxxxx Xxxxxxx 71,000
Xxxxx Xxxx Xxxxx 35,333
Xxxx Xxxxxxx Xxxxx 20,646
Total 126,979
Item 2.
Shareholders Share of Deposit Percentage of
(clause 3.1) Shares to be
issued
(Clauses 3.1.2)
Xxxxx Xxxxxxx Xxxxxxx 56%
Xxxxx Xxxx Xxxxx 28%
Xxxx Xxxxxxx Xxxxx 16%
Total 100%
Item 3
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Intellectual Property (Clause 1.1)
SCHEDULE 2
Warranties (clause 7.1)
1. General
1.1 Disclosure Letter: All information contained or referred to in the
Disclosure Letter is true complete and accurate in all respects. The
Vendors are not aware of any other fact or matter which renders or might
upon its disclosure render any such information misleading.
1.2 Agreement; The provisions of the recitals to this Agreement, clause 1.1
of this Agreement and all information contained in the Schedules and
Annexures to this Agreement are complete and correct in all respects.
1.3 Information Supplied: To the best of the knowledge of the Vendors all
information contained in any written documentation or communication
supplied by or on behalf of the Vendors to the Purchaser in the course
of the Purchaser's due diligence investigation or in discussions or
negotiations leading to the signing of this Agreement, including advice,
answers to questions, information, books and papers given or shown to
the Purchaser and/or any of its employees or representatives by or on
behalf of the Vendors is accurate and not misleading in its context
whether by omission or otherwise. The Vendors are not aware of any fact
or matter not disclosed to the Purchaser which renders any such
information untrue, incorrect or misleading.
1.4 All Necessary Disclosures Made: All the facts and circumstances relating
to the Shares and to the assets, business and affairs of the Company
material for disclosure to an intending purchaser of the Shares have
been fully and fairly disclosed to the Purchaser or its advisers. Any
such material facts arising prior to Completion will forthwith be
disclosed in writing to the Purchaser or its advisers.
1.5 Constitution: The Constitution of the Company to be handed to the
Purchaser will be an accurate copy or an original, if available, of the
document in force at Completion and will have annexed a copy of every
resolution required to be annexed by the Companies Xxx 0000.
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00
0. Shares
2.1 Shares: The Shares constitute the whole of the issued and allotted share
capital of the Company. They are and will be on Completion held by the
Vendors in the Vendors' own right.
2.2 Encumbrances: There is not any and will not at Completion be any Charge
on, over or affecting the Shares. There is no agreement or commitment to
give or create any such Charge and no demand has been made by any person
claiming to be entitled to any such Charge.
2.3 No Subsidiaries: The Company never has had and does not have and will
not prior to Completion without the prior written consent of the
Purchaser create or acquire any Subsidiary or any shares in any other
company
2.4 No Increase in Capital: The Company has not since the Last Accounting
Date and will not pending Completion increase its share capital or
subdivide, amalgamate, or consolidate the Shares or any of them.
2.5 No Decrease in Capital: The Company has not at any time:
2.5.1 Repaid or agreed to repay or redeem or buy back or repurchase
any shares of any class of its share capital or otherwise
reduced or agreed to reduce its issued share capital or any
class of its share capital
2.5.2 Amalgamated or agreed to amalgamate with any other company.
2.6 No Related Companies: The Company has no Related Companies.
2.7 No Change of Capital Structure or Name: The Vendors will not permit to
be passed before Completion any resolution by the Company:
2.7.1 Altering its share capital;
2.7.2 Altering the rights or obligations attaching to any of the
Shares;
2.7.3 Changing its name;
2.7.4 Altering its Constitution.
3. Financial Statements
3.1 Books of Account: All the Business Records and Statutory Books are in
the Company's possession or under its control and have been fully and
correctly completed and will
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pending Completion continue to be so completed.
There are and will pending Completion be no material inaccuracies or
discrepancies of any kind contained or reflected in any of them. They
give and reflect and at Completion will give and reflect a true and fair
view of the financial, contractual and trading position of the Company
and of its plant and machinery, fixed and current assets and liabilities
(actual and contingent), debtors and creditors, work in progress and
stock.
3.2 Retention of Records: The Company holds and will on Completion have in
its possession all books of Account and other records which it is bound
by law to retain in its possession either indefinitely or for a
particular period or periods of time.
3.3 Financial Statements:
3.3.1 True and Fair View: The Financial Statements are complete and
accurate and give and reflect and will at Completion give and
reflect a true and fair view of the Company, its activities and
its financial status in all respects.
3.3.2 Comply with Statute: The Financial Statements comply with all
applicable requirements of the Companies Xxx 0000 and the
Financial Reporting Xxx 0000.
3.3.3 GAAP: The Financial Statements have been prepared in accordance
with generally accepted accounting practice as that term is
defined in the Financial Reporting Xxx 0000 and to the extent
consistent with such generally accepted accounting practice on a
basis consistent with that adopted for preceding accounting
periods.
3.3.4 No Unusual or Extraordinary Items: The Financial Statements are
not affected by any unusual extraordinary exceptional or
non-recurring items or by any other factor rendering the results
set out in the Financial Statements (or any of them) unusually
better or worse than they (or any of them) might otherwise be or
have been.
3.3.5 Financial Position: The Financial Statements properly reflect
the financial position of the Company as at the Last Accounting
Date and of its results for the accounting period ending on that
date.
3.3.6 Full Disclosure: The Financial Statements fully disclose all the
assets and liabilities (whether ascertained, contingent,
deferred or otherwise and whether or not quantified or disputed)
of the Company as at the Last Accounting Date and make full
provision and/or reserve for all such liabilities.
3.3.7 Provisions for Losses: The Financial Statements make full
provision for any foreseeable losses which may arise on
Completion and/or on realisation of stock and/or on Completion
of any existing or proposed contract.
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3.3.8 Provision for Bad Debts: The Financial Statements make adequate
provision for all bad and doubtful debts of the Company and for
depreciation of the fixed assets of the Company having regard to
their original cost and estimated useful life.
3.3.9 Financial Commitments: The Financial Statements fully disclose
all financial commitments in existence as at the Last Accounting
Date.
3.4 Period Between Agreement and Completion: From the Last Accounting Date
to Completion:
3.4.1 Conduct of Business: The Company has carried on and will carry
on its business in an efficient normal and proper manner so that
the financial standing and position of the Company as at
Completion will not have deteriorated materially from that
disclosed in the Financial Statements;
3.4.2 Liabilities: The Company has not incurred and will not incur any
liability (whether contingent or otherwise) and has not made any
payments except in the normal and ordinary course of business;
3.4.3 Disposals: The Company has not disposed of and will not dispose
of any material portion of its undertaking or any material part
of its fixed assets or any of its goodwill;
3.4.4 Acquisitions: The Company has not acquired any assets of a
capital nature and will not acquire any assets of a capital
nature exceeding $10,000 in value without the Purchaser's prior
consent;
3.4.5 Revaluations: The Company has not revalued upwards and will not
revalue upwards any of its assets;
3.4.6 Capital Investments: The Company has not entered into and will
not enter into any material capital investment or commitment in
excess of $10,000 in aggregate or any major transaction as that
term is defined in section 129(2) of the Companies Xxx 0000;
3.4.7 Dividends: The Company has not declared, paid or made and will
not declare, pay or make any dividend, bonus or similar
distribution;
3.4.8 Insurance: The Company has kept and will keep effectively
insured to the full insurable amounts all assets and undertaking
of the Company against all normal insurance risks excluding loss
of profits insurance;
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3.4.9 Terms of Trade: The Company has not made or permitted and will
not make or permit any change to any of its product lines or to
the terms or conditions of any agency held by the Company or to
the selling prices or terms and conditions of sale of any
products or services of the Company;
3.4.10 Turnover: The Company has attained a turnover in the current
financial year no less than that for the corresponding period in
the previous financial year;
3.4.11 Deposits: The Company has deposited and will deposit all amounts
received by it to the credit of its bank account and such
amounts appear in the appropriate books of account;
3.4.12 Debts: The Company has paid and will continue to pay all its
debts as they fell or fall due.
3.5 Non-Disclosure of Liabilities: If it is discovered before or after
Completion that the Company had a liability at the Completion Date
(whether contingently or otherwise) to any person prior to the
Completion Date except in the ordinary course of business which
liability has been fully disclosed to the Purchaser, not then without
prejudice to any other rights of the Purchaser, the Vendors will
immediately upon demand by the Purchaser, pay to the Purchaser the
amount of each such liability after deducting from each such liability
any saving to the Company in Taxation as a result of such liability. For
the purposes of this clause:
3.5.1 The word liability shall include liability for or in respect of
Taxation or any reassessment of Taxation which the Company may
be required to pay in respect of any period prior to the
Completion Date and which has not been so fully disclosed and
any amount whatsoever (including all Costs in connection
therewith) a rising out of any occurrence or happening which
shall have taken place prior to the Completion Date;
3.5.2 Provision of any amount by way of note to the Financial
Statements shall not be deemed to be provision of that amount in
the Financial Statements.
4. Stock
4.1 Valuation: The methods of valuing stock and work in progress as at the
Last Accounting Date (which included a physical stocktaking) were the
same as those adopted for the 3 immediately preceding financial years.
All redundant and obsolete stock was wholly written off, all slow moving
stock was written down appropriately and the value attributed to the
remaining stock did not exceed the lower of direct cost or net
realisable value.
4.2 Changes to Stock Since Last Accounting Date: The stock on hand at
Completion will comprise the stock as at the Last Accounting Date less
stock sold and with the addition
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of stock bought in the ordinary course of business since that date. No
stock currently held other than that written off or written down in the
Financial Statements or which are service spares, is slow moving, out of
date or fashion, redundant or obsolete or which will not realise its
book value within 12 months of the Completion Date.
5. GST
5.1 Registration: The Company is registered for the purposes of the GST Act.
5.2 Not a Member of a Group: The Company has not at any time been a member
of a Group or been treated as a member of a Group for GST purposes. No
application for it to be so treated has at any time been or pending
Completion will be made. No act or transaction has been or pending
Completion will be effected which will result in the Company being held
liable for any GST chargeable against some other company.
5.3 Compliance with GST Act: The Company has complied and pending Completion
will comply in all respects with the GST Act legislation.
5.4 Maintenance of Records: The Company has given obtained made and
maintained and pending Completion will give, obtain, make and maintain
complete correct and up to date invoices, records and other documents
appropriate or requisite for the purposes of the GST Act.
5.5 No Arrears: The Company is not and will not pending Completion be in
arrears with any payment or returns under the GST Act or liable to any
abnormal or non-routine payment or any forfeiture or penalty or to the
operation of any penal provision and where payment is not yet due or
receivable has provided for such payment;
5.6 All Supplies Taxable: All supplies made and to be made pending
Completion by the Company are taxable supplies and the Company is not
and will not pending Completion be denied credit for any input tax.
6. Taxation
6.1 Returns Made: All forms, notices, elections, computations, payments
(including, without limitation, any fines or penalties) and returns
which should be made by the Company for any Taxation purpose have and
will at Completion have been made and are and will be up-to-date,
correct and on a proper basis and none of them is now the subject of any
dispute with the Inland Revenue Department or any other Taxation
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31
collection agency. In particular the returns in relation to provisional
Taxation will not give rise to any assessment, adjustment or set-off
(including any claim for interest on unpaid Taxation) by the inland
Revenue Department.
6.2 No Knowledge of Dispute: There is no fact known to the Vendors after
making due enquiry which might be the occasion of any dispute with the
Inland Revenue Department or any other Taxation collection agency or a
claim for Taxation in respect of any period prior to the Completion Date
which is not provided for in the Financial Statements for the Company as
at the Last Accounting Date.
6.3 Provision in Financial Statements: Full provision and reserves were made
in the Financial Statements in respect of all Taxation liabilities to or
for which the Company was at the Last Accounting Date or at any time
since may have become or may become liable to be assessed or charged or
to pay. Provision of any amount by way of a notice to the Financial
Statements shall not be a provision for the purposes of this clause.
6.4 No Non-commercial Transactions: The Company has not at any tine entered
into a transaction or series of transactions containing steps inserted
without any commercial or business purpose apart from the obtaining of a
Taxation or stamp duty advantage.
6.5 Debtors Recorded Appropriately: All amounts included in the Financial
Statements or (in the case of an amount arising after the date of the
Financial Statements) in the books of the Company as due from Debtors
represent amounts actually invoiced by the Company to such debtors not
earlier than 3 months prior to the Last Accounting Date (or in the case
of an amount arising after the date of the Financial Statements not
earlier than 3 months prior to the date on which it was recorded in the
books of the Company). No part of such amounts still outstanding has
been released on terms that any debtor pays less than the full book
value of its debt or has been written off or has proved to any extent
irrecoverable or is now regarded as irrecoverable or has been
compromised on any terms.
7. Loans
7.1 No Undisclosed Loans: The aggregate amount appearing in the Financial
Statements as being outstanding in respect of loans owing by the Company
was at the Last Accounting Date the aggregate of all loans or financial
accommodation of whatever nature from any source so outstanding.
7.2 Loans Within Corporate Powers: Such aggregate did not (and the amount
outstanding in respect of loans owing by the Company does not and will
not at Completion) exceed any limitation on the Company's borrowing
contained in its Constitution or in any loan offer, facility letter,
debenture or other deed or document executed by it or, in the case of
borrowings on overdraft, its overdraft facilities.
7.3 Loans from Directors or Shareholders: All amounts outstanding and
appearing in the
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books of the Company as loan accounts or as due to directors or
shareholders wholly represent money or money's worth paid or transferred
to the Company as the case may be or remuneration accrued due and
payable for services rendered and (save for such remuneration) no part
thereof has been provided directly or indirectly out of the assets of
the Company.
7.4 No Repayments: The Company has not repaid and pending Completion will
not repay any loans or other financial accommodation in whole or in part
nor has it by reason of any default by it in any of its obligations
become bound or liable to be called upon to repay prematurely any loans
or borrowed moneys and pending Completion no such default will occur.
8. Liabilities and Commitments
8.1 No Capital Commitments: Since the Last Accounting Date the Company has
not except in the ordinary course of business made any capital
expenditure or incurred any capital commitments nor has it disposed of
or realised any substantial capital assets or any interest in such
assets. The Company has no outstanding capital commitment and pending
Completion no capital commitments or disposals of capital assets or land
or any estate or interest in such assets or land will be undertaken by
the Company without the prior written consent of the Purchaser.
8.2 No Guarantees: The Company is not and will not prior to Completion
become a party to any contract of guarantee or indemnity.
8.3 No Material Contracts: The Company has not entered into and will not
enter into any material contract (including the granting of options to
purchase or Charges over all or any of the Company's assets) except in
the normal and ordinary course of business. The Company has not and will
not become a party to any unusual, abnormal or onerous contract or
agreement whatsoever except as disclosed to the Purchaser or as approved
by the Purchaser.
8.4 No Long Term Contracts: The Company is not and will not on Completion be
a party to any contract of service or supply which cannot be terminated
by not more than 1 month's notice without giving rise to any claim for
damages or compensation other than those disclosed to the purchaser.
8.5 No Commitments since Last Accounting Date: The Company has not since the
Last Accounting Date been and will not at Completion be a party to any
contract, commitment or arrangement of any nature except such as have
been entered into in the normal and ordinary course of trading and are
capable of being wholly satisfied or performed within 3 months from
Completion or of
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being terminated within such period without cost to the Company other
than those disclosed to the purchaser.
8.6 No Arrangements: The Company is not and will not on Completion be a
party to any joint venture, partnership, syndicate or other consortium
arrangement.
8.7 No Agents: No person is authorised to act as agent for the Company or
otherwise to bind the Company other than the directors of the Company
acting as a board. The Company has not appointed any agents,
distributors or managers in respect of any of its products or services
in any part of the world.
8.8 No Default under Agreements: The Company is not now, nor pending
Completion will it become, in default under any agreement to which it is
or may become a party or in respect of any other obligations binding
upon it. No event has occurred which would enable any third party to
terminate any contract or any benefit enjoyed by the Company.
9. Employees
9.1 Full Disclosure of Terms: Full disclosure in writing of the current rate
of remuneration, fees and expenses payable to each officer and employee
of or consultant to the Company and the terms of such employment or
consultancy (including obligations in respect of any directors' or
officers' keyman or indemnity insurance) have been made to the Purchaser
in writing. No such officer or employee or consultant has given notice
or is under notice of dismissal or termination of employment of any
consultancy agreement.
9.2 No Amounts Due: No amounts are due to or in respect of any former
officer or employee or consultant and there are no outstanding arrears
of salary, wages, fees, holiday pay or other remuneration.
9.3 No Industrial Disputes: The Company is not involved in any industrial or
trade dispute or any dispute with any trade union or organisation or
body of employees.
9.4 No Changes: No change has been made in the terms of employment or
consultancy by the Company of any person who was employed at the Last
Accounting Date. Pending Completion the Company will not without the
Purchaser's prior written consent engage any new employee or consultant.
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9.5 No Other Payments: No moneys other than in respect of remuneration or
emoluments of employment or fees are payable to or for the benefit of
any director or officer of the Company.
9.6 No Profit Sharing: The Company is not and will not prior to Completion
become a party to any agreement with any director, officer, employee or
consultant of the Company under which any such person is entitled to a
share of profits of the Company or to any bonus calculated on profits or
to participate in any share incentive scheme or share option scheme or
similar arrangement. No pensions, retiring allowances or other benefits
are or will be payable by the Company to any director, officer or
employee of the Company during such person's employment or consultancy.
9.7 No Schemes: There are not now and will not on Completion be in existence
any retirement, death or disability benefit schemes for directors or
employees or any obligations to or in respect of any present or past
directors or employees with regard to retirement, redundancy, death,
sickness or disability pursuant to which the Company is or may become
liable to make any payments.
9.8 No Breaches of Contract: Since the Last Accounting Date no liability has
been incurred or payment made by the Company for breach of any contract
(whether express or implied) of service, for redundancy or for
compensation for loss of office or wrongful dismissal or in respect of
retirement, death, sickness or disability. No gratuitous payment has
been made or will prior to Completion be made or promised by the Company
to or in respect of any director or employee.
9.9 No Liability for Leave Payments: The Company is not and will not at
Completion be under any liability to any person in respect of long
service leave or accrued annual leave.
9.10 Compliance with Legislation: The Premises and operation of the business
of the Company and the terms on which the employees of the Company were
recruited and are employed to the extent that they are required to
comply and will at Completion comply with the Employment Contracts Xxx
0000, the Equal Pay Xxx 0000, the Human Rights Xxx 0000, the New Zealand
Xxxx of Rights Xxx 0000, the Wages Protection Xxx 0000, the Holidays Xxx
0000, the Health and Safety in Employment Xxx 0000 and all applicable
legislation governing employment and safety of employees.
10. Statutory Obligations
10.1 Holding of Licences: The Company holds and will on Completion be in
possession of all current licences (including import licences and
concessions, if any) consents, authorities and permits from or issued by
any Governmental Department, municipal or
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35
local body or other authority whether in respect of the Premises, plant,
machinery, buildings or other assets of the business or otherwise
necessary or required to enable it to carry on its business fully and
effectively. The Company has not had notice that any such licences,
consents, authorities or permits are being or are likely to be withdrawn
or in any manner qualified whether by reason of the sale of the Shares
or otherwise howsoever.
10.2 No Requisitions: There has not since the Last Accounting Date been and
will not on Completion be any unsatisfied requisitions by or dispute
with any local body health authority, government or ad hoc authority or
other body or official or authority having competent jurisdiction
affecting or relating to any of the Premises, plant, machinery,
buildings or other assets of the business, or the employment of staff by
the Company.
10.3 No Illegal Trade Practices: The Company is not, has not been and will
not pending Completion be a party to any agreement, arrangement,
understanding or practice which is contrary to the provisions of the
Commerce Xxx 0000, the Fair Trading Xxx 0000, the Consumer Guarantees
Xxx 0000, or the Privacy Xxx 0000.
10.4 No Breach of Statute: The Company has not committed any breach which was
unremedied at the Last Accounting Date of any statutory provision,
order, bylaw or regulation (in every case whether applicable in New
Zealand or elsewhere) binding on or applicable to it with regard to the
formation and operation of the Company, the carrying on of the business
of the Company or any other matter relating to the Company. The Company
has not since such date and will not prior to Completion commit any such
breach.
10.5 All Documents Stamped: All documents which in any way affect the right,
title or interest of the Company in or to any of its property,
undertaking or assets or to which the Company is a party and which
attract stamp duty have been duly stamped. No liability to pay stamp
duty will arise as a result of Completion by virtue of any previous
transfer of any property, undertaking or assets to the Company in
particular but without limitation under section 13(4) of the Stamp and
Cheque Duties Xxx 0000.
10.6 Compliance with Companies Act: The Company has complied with and will up
to Completion comply with all the requirements of the Companies Xxx 0000
including all requirements for filing of documents with the Registrar of
Companies.
10.7 All Registers Complete: The entries in the Register of Members, Register
of Directors and Secretaries, Interests Register, Register of Charges
and Register of Directors Shareholdings of the Company are correct and
such registers have been properly kept.
11. Properties and Assets
11.1 Leasehold Premises: The Premises are held upon lease terms which have
been fully
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36
disclosed to the Purchaser.
11.2 Title and Compliance: The Company had on the Last Accounting Date and
will on Completion have sole title to and possession and control of all
the freehold and leasehold properties used or occupied by it free from
all leases, tenancies or Charges. Bach of the said properties complies
and will on Completion comply with the local body code or ordinances
affecting the same and with all other statutory, local body and other
regulations and requirements.
11.3 All Premises Included: The Premises comprise all the freehold and
leasehold land and premises owned, used or occupied by the Company and
all the estate interest right and title whatsoever of the Company in,
under, over or in respect of any such land or premises.
11.4 Compliance with Statutes: The Company has to the extent to which it is
required to complied with all provisions of the Building Xxx 0000,
Resource Management Xxx 0000 and all other legislation (including
regulations, bylaws, ordinances, codes of practice, circulars and
guidance notes made thereunder) relating to building, planning or
environmental matters and dealing with (but without limitation) waste,
contaminated land, discharges to land or ground and surface water or
sewers, emissions to air, noise, dangerous, hazardous or toxic
substances and materials, nuisance or health and safety. There are no
actions, claims or proceedings (whether actual or potential) existing in
relation to such matters nor any liability likely to arise in relation
to such matters.
11.5 Compliance with Leases: The Company has paid all rent that may be
payable and has performed and observed all covenants (whether in
relation to freehold or leasehold land) conditions, agreements,
statutory requirements, planning or building or resource consent,
bylaws, orders and regulations affecting the Premises or any business
carried on the Premises. No notice of any breach of any such matter has
been received nor are the Vendors aware of any such breach having
occurred.
11.6 No Defects: No structural, drainage or other material defects have
appeared in respect of or affected the buildings and structures on or
comprising the Premises. All such buildings are in good and substantial
repair and condition and none has been constructed, maintained, altered
or repaired using materials containing any deleterious building
material. None of the Premises has been affected by flooding or
subsidence.
11.7 No Other Matter: There is no other matter of which the Vendors are or
ought to be aware on reasonable enquiry and which adversely affects the
value of any of the Premises or casts any doubt on the right or title of
the Company to those Premises or its use of those Premises for its
business which should be revealed to a Purchaser of the Shares of the
Company or other person entering into this Agreement.
11.8 Plant and Machinery: The Company's plant and machinery (including fixed
plant and machinery) and all equipment, furniture and vehicles taking
into account their age and
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37
usage are in good repair and condition (fair wear and tear excepted) and
in satisfactory working order and none of it is surplus to the Company's
requirements.
11.9 Debts Recoverable: The amount of all debts due or recorded in the
Financial Statements or the books of the Company as being due to the
Company as at Completion (less the amount of any provision or reserve
made in the Financial Statements or the books of the Company in respect
of any particular debts) will be good and collectable in full in the
ordinary course of business and in any event not later than 6 months
after Completion. None of such debts is or will at Completion be subject
to any counterclaim or set-off except to the extent of any such
provision or reserve.
11.10 Changes Since the Last Accounting Date: Since the Last Accounting Date:
11.10.1 No Write-Offs or Write-Downs: None of the assets of the Company
have been written off or written down nor has there been any
agreement for the release of any person under liability to the
Company;
11.10.2 Cash: The Company has neither disbursed nor received any cash
except in the ordinary course of its business and amounts
received by the Company have been deposited with its bankers and
appear in the appropriate books of account;
11.10.3 Depletion in Assets: There has been no depletion in the net
assets of the Company and they have not been materially
diminished by the negligent, wrongful or fraudulent act of any
person;
11.10.4 GAAP: Everything which should according to generally accepted
accounting practices (as defined in the Financial Reporting Act
1993) have been written up or recorded in the Statutory Books
and financial records of the Company with respect to the assets
of the Company (including the Premises), has been written up and
recorded;
11.10.5 Compliance with Notices: There have been no notices, claims or
demands served on the Company in respect of any of its assets
(including the Premises) which have not been fully complied
with.
12. Intellectual Property
12.1 All Intellectual Property Included: The Consideration for the Shares is
assessed on the basis that all licences and all Intellectual Property or
other similar rights relating to the business of or used by the Company,
if any, are at present owned solely and beneficially by the Company. All
of such rights shall remain the property of the Company to the intent
that the Company shall be the sole unencumbered and undisputed owner of
all such things as at Completion.
E-352
38
12.2 No Intellectual Property Agreements: The Company has not entered into
any agreement or arrangement for the provision of technical information
or assistance or granting rights in respect of any patents, trade marks
or registered designs or copyright. To the best of the Vendors'
knowledge and belief the operations of the Company do not infringe any
patent or other intellectual property right of any kind vested in any
other party.
12.3 Disclosure of Intellectual Property: Full details of all Intellectual
Property owned or used by the Company have been given to the Purchaser.
No person has been authorised to make any use whatsoever of any
Intellectual Property owned by the Company. The Company has not
disclosed (except in the ordinary course of its business) any of its
know-how, trade secrets, technical processes, confidential information,
Intellectual Property or lists of customers or suppliers to any other
person.
12.4 Use of Names: The Company is entitled to use its trade names in those
parts of the world in which it currently conducts its business or its
products are sold to its customers. No person has been authorised to
make any use whatsoever of any such name. The use of such names by the
Company does not infringe the rights of any other person or entitle any
other person to a claim against the Company. No such name is being used,
claimed, opposed or attacked by any other person.
12.5 Name: The Company has not consented to and will not before Completion
consent to the adoption of a similar name by any other company or
person.
12.6 Intellectual Property Not Disputed: The Intellectual Property rights of
the Company have not been and will not at Completion be challenged or
disputed by any third party. The Vendors are not aware of any facts or
circumstances which might entitle a third party to challenge the
Company's ownership or use of the Intellectual Property used in the
business.
13. Commercial Matters
13.1 All Actions Indemnified: There is no cause of action in respect of which
the Company is not fully indemnified which could and might be used for
the purpose of commencing proceedings either civil or criminal.
13.2 No Legal Proceedings: The Company is not engaged in any Proceedings
whatsoever nor are any Proceedings of any kind being taken against it
nor is # aware of any Proceedings against the Company pending or
threatened.
13.3 No Breaches of Contract: The Company is not and will not on Completion
be in breach of any contract, commitment or arrangement of any nature
whatsoever to which it is
E-353
39
now or will then be a party and is not and will not on Completion be a
party to any contract, commitment or arrangement which may be
unenforceable by the Company by reason of the transaction being voidable
at the instance of any other party or ultra xxxxx, void or illegal.
13.4 Insurance: Full details of all insurance policies maintained by the
Company have been supplied to the Purchaser. All such insurances are now
in force and all premiums due have been paid. Pending Completion the
Company shall not permit any of its insurances to lapse or do or omit to
do anything the doing or omission of which would make any such policy of
insurance void or voidable or would or might result in an increase in
the rate of premiums. No claims are outstanding and nothing has occurred
to give rise to any such claim.
13.5 No Notice from Lenders to Repay: The Company has not received notice
(whether formal or informal) from any lenders of money to the Company
requiring repayment or intimating the enforcement by such lenders of any
security which they may hold over any assets of the Company. The Vendors
are not aware of any circumstances likely to give rise to any such
notice being given or which would enable any such notice to be given.
13.6 Effect of Acquisition of Shares: The Vendors have no reason to believe
that as a result of the proposed acquisition of the Shares by the
Purchaser:
13.6.1 No Cessation of Supplies: Any supplier of the Company will cease
supplying the Company or may substantially reduce its supplies
to the Company or alter the terms on which it supplies the
Company; or
13.6.2 No Cessation of Custom: Any customer of the Company will
terminate any contract with the Company or cease or materially
reduce its business with it; or
13.6.3 No Notice of Termination of Employment: Any officer or senior
employee of the Company will give notice of termination of his
or her employment with the Company; or
13.6.4 No Termination of Contracts: Any of the licences, consents,
approvals, agreements or contracts currently granted to or
entered into by the Company required in connection with the
carrying on of its business in the manner in which it has been
carried on at any time during the 2 years prior to the date
hereof will be withdrawn, cancelled or be capable of
termination.
13.7 Arm's Length Supplies: All supplies of goods or services to the Company
are purchased by the Company direct from manufacturers or suppliers on
an arm's length basis and no commissions or similar payments are made to
the Vendors or any other
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40
intermediaries in respect of such supplies.
13.8 No Outstanding Offers: No offer, tender or the like which has not been
disclosed to the Purchaser has been made by the Company and being still
outstanding is capable of giving rise to a contract merely by any
unilateral act of a third party other than as disclosed to the
Purchaser.
13.9 No Liabilities: The Company does not have and at Completion will not
have any outstanding debts, liabilities, contracts or engagements,
guarantees, undertakings or liabilities (including contingent
liabilities) other than liabilities implied by statute or disclosed in
the Financial Statements or incurred in the ordinary and proper course
of its trading business.
13.10 Continuance of Name: The Company does not and pending Completion will
not use on its letterheads, brochures, sales literature, books, Premises
or vehicles or otherwise carry on its business under any name other than
its corporate name.
13.11 Electronic Storage: The Company has not and will not pending Completion
have any of its records, systems, controls, data or information
recorded, stored, maintained, operated or otherwise dependent upon or
held by any means (including any electronic, mechanical or photographic
process whether computerised or not) which (including all means of
access thereto and therefrom) are not under the exclusive ownership and
direct control of the Company. There has been no breach of any service
or maintenance contract relevant to any such electronic, mechanical or
photographic process or equipment whereby any person or body providing
services or maintenance thereunder may have the right to terminate such
service or maintenance Contract.
13.12 Transactions with Associated Persons: The Vendors and their Associated
Persons have not entered into and will not prior to Completion enter
into any loan, borrowing, agreement or other arrangement with or on
behalf of the Company (other than as employee of the Company on terms
fully disclosed to the Purchaser) and are not and will not at Completion
be interested, whether directly or indirectly, in or have any Charge
over any of the assets of the Company.
14. Corporate Matters
14.1 Share Capital: There is not now outstanding and will not be outstanding
at Completion in respect of the Company any option or agreement under
which any person has or may in any circumstances have or acquire the
right to subscribe for or purchase any share or loan capital of the
Company or to convert any stock or share or security into share capital
or into share capital of a different class.
14.2 Attorneys: The Company has not given any power of attorney or any other
authority (express, implied or ostensible) which is still outstanding or
effective to any person to enter into any contract or commitment or do
anything on its behalf (other than any
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41
authority of employees to enter into routine trading contracts in the
normal course of their duties) nor will it do so prior to Completion.
14.3 Officers: Since the Last Accounting Date no appointments or removals of
any officers of the Company have been made.
14.4 Ultra Xxxxx Contracts: To the best of the Vendors knowledge and belief
none of the activities or contracts or rights of the Company is ultra
xxxxx, unauthorised, invalid or unenforceable or in breach of any
contract or covenant.
SCHEDULE 3
(clause 7.3)
1. Warranty Limitations: Notwithstanding any other provisions of this
Agreement, the Vendors shall not be liable in respect of any Proceedings
or Costs for breach of any of the Warranties or other breach of this
Agreement:
1.1 Notice: Unless, promptly after the Purchaser becomes aware or ought to
have become aware of any breach, they shall have received from the
Purchaser written notice containing full details of the relevant
Proceedings including, if practicable, the matter or default which gives
rise to the Proceedings, the breach that results and the amount claimed
in respect of the Proceedings: and
1.1.1 Other than Taxation: in the case of any of the Warranties other
than Warranties in relation to Taxation, within a period of 1
year after the Completion Date; or
1.1.2 Taxation: in the case of any of the Warranties in relation to
Taxation, within a period ending the earlier of the date 5 years
after the Completion Date and the date falling six weeks after
the date on which any relevant statutory limitation period in
the jurisdiction relevant to the Taxation Proceedings shall
expire;
and (unless the relevant Proceedings shall have been withdrawn or
satisfied) action in a court of competent jurisdiction in respect of
such breach shall have been commenced within 1 year after receipt of
such notice.
1.2 Aggregate of Warranties to Exceed Specified Amount: Nor shall the
Vendors be liable unless the aggregate amount of the uninsured liability
of the Vendors alleged breach of Warranties exceeds $5,000; and
1.3 Limit for Single Proceedings: Unless, in respect of any single breach of
any of the Warranties, the amount of the uninsured liability of the
Vendors' alleged breach exceeds $1,000; or
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42
1.4 Exclusion where Covered by Insurance: If and to the extent that (after
taking account of related Costs and any normal excess in such policy)
recovery is made by the Purchaser or the Company under any policy of
insurance effected by or for the benefit of the Company in respect of
any of the subject matters of such Proceedings; or
1.5 Exclusion where Recovery under Another Agreement: If and to the extent
that any costs or other liability occasioned by those Proceedings has
been recovered under any order of a Court of competent jurisdiction,
other award or agreement entered into between the parties; or
1.6 Provisions Made in Account: If and to the extent that proper provision
or allowance therefor has been made in the Financial Statements; or
1.7 Subsequent Changes: If and to the extent that such Proceedings and any
Costs in connection therewith arise or is increased as a result of:
1.7.1 Any alteration in rates of Taxation after the date of this
Agreement with retrospective effect or the withdrawal after the
date of this Agreement of any published extra-statutory
concession or the alteration after that date of any published
statement of practice of the relevant revenue authority; or
1.7.2 The passing of, or any change in, any legislation after the date
of this Agreement; or
1.7.3 Any change in accounting policy or practice of the Company after
Completion including any changes in methods or practices in
relation to stock valuation;
1.7.4 Any voluntary act or omission or transaction of the Purchaser or
the Company after Completion otherwise than in the ordinary
course of the Company's business as carried on at the date of
this Agreement including (without limitation):
1.7.5 The payment of any unusual or abnormal dividend by the Company;
1.7.6 A change of the date up to which the Company makes up its
Statutory Books;
1.7.7 The cessation of any business carried on by the Company;
1.8 Liability Disclosed: Nor shall the Vendors be liable if and to the
extent the facts, matters or circumstances giving rise to the breach are
referred to in the Disclosure Letter or any document disclosed with the
Disclosure Letter or in any document disclosed to the Purchaser or any
officer of or professional adviser to the Purchaser in relation to this
Agreement and such facts, matters or circumstances are accepted by the
Purchaser in writing as not being subject to the Warranties; nor
1.9 Utilisation of Taxation Relief: In the case of a Proceedings arising in
connection with a
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43
payment of Taxation, if and to the extent that such payment could have
been avoided by the utilisation of trading losses or other relief from
Taxation (other than trading losses, or other relief arising after the
Last Accounting Date) available to the Company; nor
1.10 Over Provision in Financial Statements: If and to the extent that there
is any over provision in respect of any matter included in the Financial
Statements; nor
1.11 Pursuant to Agreement: If and to the extent that such matter giving rise
to the Proceedings properly falls to be done in implementing the terms
of this Agreement;
2. Limitations Separate and Independent: For the avoidance of doubt each of
the above clauses of this Schedule shall be construed as being separate
and independent and none of them shall be construed as limiting the
effect of any other.
3. Recovery from Third Party: If the Vendors pay an amount pursuant to a
Proceedings in respect of breach of any of the Warranties and the
Company or the Purchaser has a right of reimbursement against any person
other than the Company in respect of or relating to those Proceedings,
the Company or the Purchaser shall (subject to the Company or the
Purchaser, as the case may be, being indemnified to its reasonable
satisfaction by the Vendors against all reasonable Costs) take all
reasonable steps or proceedings to enforce such right. If the Purchaser
subsequently recovers such reimbursement from such third party, the
Purchaser shall forthwith repay to the Vendors as the case requires such
part of the amount paid by either of them by way of damages for breach
of that Warranty as equals the amount which is so recovered by the
Purchaser in respect of the facts, matters or circumstances giving rise
to the breach of that Warranty (after taking account of the Costs of
recovery and (if appropriate) any Taxation arising solely as a result of
the recovery).
4. Conduct of Proceedings by the Vendors: The Purchaser shall give and
shall procure that the Company shall give, to the Vendors full
facilities to investigate any Proceedings and the extent of possible
liability under the Warranties. At the request of the Vendors the
Purchaser shall (subject to the Purchaser being indemnified as to any
reasonable Costs which may be incurred thereby) allow the Vendors at
their own expense to participate in, or have the conduct of (as they may
elect), all proceedings of whatsoever nature against the relevant third
party arising out of, or in connection with such Proceedings or dispute,
in the name of the Company or the Purchaser as it may consider necessary
in order to mitigate any Proceedings or Costs arising under this
Agreement. Neither the Purchaser nor the Company shall accept or pay or
compromise any such liability or Proceedings as is referred to above
without the Vendors either consenting to such action or having a
reasonable opportunity to resist the same.
5. No Double Liability: No liability shall attach to the Vendors for any
loss resulting from any breach of the Warranties or otherwise under this
Agreement to the extent that the same loss has been recovered by the
Company or the Purchaser under any indemnity under this Agreement. No
liability shall attach to the Vendors under any indemnity to
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44
the extent that the same loss has been recovered by a claim under a
Warranty.
6. Insurances: If, in respect of any claim against the Vendors which may
arise in respect of this Agreement, the Purchaser or the Company is
entitled to claim under any policy of insurance, then the Vendors shall
not be liable in respect of such claim until a claim has been made under
such policy. Any claims against the Vendors shall be reduced by any
amount actually recovered under any such policy.
SCHEDULE 4
(clauses 9.1.4 and 9.1.6)
Item 1. Consents (clause 9.1.3 9.1.6)
Item 2. Charges (clause 4.1.3)
Item 3. Guarantees (clause 4.2)
ANNEXURES
1. Financial Statements (clause 1.1)
2. Employment Contracts (clause 4.1.5)
3. Form of Escrow Agreement (clause 1.1)
E-359
31 March 1998
Xxxxxxx Investments (NZ) Limited
Pritech ("The Company")
We refer to the Heads of Agreement ("the Agreement") to be entered into today
between us as Vendor and you as Purchaser relating to the sale by us of the
entire issued share capital of the Company to you and particularly to clause 14
of that Agreement.
For the purposes of assisting your due diligence process we are supplying the
following information about the company. In doing so we have largely followed
the list of requirements set out in the "Disclosure Document" you have supplied
to us.
1. General Disclosures
For the purposes of that clause we hereby disclose to you the information
set out in this letter subject to the following qualifications:
a. All disclosures are made generally to fulfil our obligations under
the agreement for the purposes of satisfying the questions you
have asked of us and set out in the Disclosure Document. We do not
relate any of the information disclosed to particular paragraphs
of that Document and all disclosures are to be taken where
appropriate as disclosing, in relation to any of the paragraphs of
that Document, the information relevant to it. Accordingly,
numbers or letters appearing against disclosures are references to
numbers of that Document or letters introduced for convenience
only, and do not and are not to be deemed as limiting the
disclosure to the stated paragraph number or letter, and all
information supplied is to be taken as referring to every
paragraph of that Document that is or may be relevant. Defined
terms where used have the same meanings as accorded to them in the
Agreement.
b. None of the matters disclosed in this letter will form the basis
of a claim by you against us under clause 17 of the agreement.
c. We disclose all information which is available to you in records
open to the public and, in particular, but without prejudice to
the generality of the foregoing, all matters contained on the
public files of the Company in New Zealand or in any Land Registry
relating to land or other property owned or occupied by the
Company.
d. We disclose the full contents of the financial statements of the
Company for the months ended September 1997, a copy of which has
been disclosed to the Purchaser.
E-360
Specific Disclosures
2. Suppliers
2.1 Our Major Supplies are:
2.1.1 ABT Corp
2.1.2 Sealcorp
2.1.3 GWI Software
2.1.4 Quality Decision Management
2.1.5 Xxxxxx Xxxxxx & Co., Inc
3 Outstanding Invoices
3.1 See attached Aged Payables Report
4 Outstanding Debtors Invoices
4.1 See attached Customer Sales Summaries
5 Warranties
5.1 NZDRI has a 3 month warranty ending 23/4/98 on a Notes
application.
6 Customers
6.1 As per Sales Analysis List
7 Product Distributors
7.1 Not applicable
8 Overseas Distributors
8.1 Not applicable
9 End User Contracts
9.1 ECNZ
9.2 MAF
9.3 State Insurance-- Contract for Xxxx Xxxxxx has a 60 days notice to
quit clause (this ends July 98)
9.4 NZDRI-- an unsigned support agreement ($4,835 over 3 months)
10 Repair Contracts
10.1 Not applicable
11 Debtors
11.1 Attached list of Aged Receivables
12 Staff
12.1 See attached list with Salaries & Leave entitlement.
13 Contractors
13.1 Xxxx Xxxxxx
13.2 Alama French
13.3 Xxxx Xxxxxxxx
13.4 Miles Xxxxxxxx - to go on to staff 1/4/98
13.5 Xxxxxxx Ruessen -- to go on to staff 1/4/98
14 Redundancy
14.1 Not applicable
15 Holiday Pay
15.1 See Staff
16 Special Issues
16.1 Ipex-- dispute on amount owing ($3,161) re XxXxx Shipping, should
negotiate part of this.
16.2 With Datatoqu, a sub contractor on XXXXX project, amount to be on
charged to XXXXX $ 13k, charge to us to date $8.5K is disputed on
quality, worst case no profit on $ 13k.
16.3 Guinness Callagher disputing $3,476 for consulting/prototyping to
define needs when they then found a free Lotus supplied template
gave them what they wanted.
16.4 TOPNZ we had a problem with system performance which is now
resolved but may be liable for educational software upgrade -
value $3k.
17 Premises
17.1 Copies of contracts provided
18 Vehicles
18.1 Not applicable
19 Shareholders
19.1 Xxxxx Xxxxxxx, Xxxxx Xxxxx, Xxxx Xxxxx
20 Financial
E-361
20.1 Increase In Share Capital
20.1.1 None Since Sept 97
20.2 Dividend Distribution
20.2.1 Not applicable
20.3 Capital Purchases 97/98
20.3.1 Nothing of Significance (over $2,000)
20.4 Tax Liability
20.4.1 GST
20.4.1.1 $$$$
20.4.2 Provisional
20.4.2.1 None
21 Leases
21.1 Cars
21.1.1 Copies provided - 4 from Motor Fleet
21.2 UDC
21.2.1 Copies Provided
21.3 PC Rentals
21.3.1 Copies provided
22 Personal Guarantees
22.1 None
23 Legal
23.1 Company Registration
23.1.1 Attached
23.2 Company Secretary
23.2.1 Xxxxx Xxxxxxx
23.3 Company Register
23.3.1 Attached
E-362
Pritech Corporation Limited
X X Xxx 0000
Xxxxxxx Xxxxxx X X
0xx Xxxxx Elders House
60 Khyber Pass Road
Aged Payables
30/3/98
30/3/98 Page 1
8:01:32 AM
Name ID# Date Total Due Current 31-60 61-90 90+
---------------------------------------------------------------------------------------------------------
ABT International
0% 20th Net 20th after EOM
1298Rep 30/11/97 $9,416.38 $9,416.38
1297Rep 31/12/97 $6,681.88 $6,681.88
1297Rep 31/12/97 $13,190.73 $13,190.73
1297Rep 31/12/97 $10,020.02 $10,020.02
0198Rep 31/1/98 $5,302.69 $5,302.69
0198Rep 31/1/98 $1,600.00 $1,600.00
0198Rep 31/1/98 $19,922.04 $19,922.04
0198Rep 31/1/98 $755.18 $755.18
0198Rep 31/1/98 $12,164.08 $12,164.08
----------- ---------- ----------- ---------- ----------
Total: $79,053.00 $0.00 $39,753.99 $29,892.63 $9,416.38
---------------------------------------------------------------------------------------------------------
ANZ Mastercard
0% 20th Net 20th after EOM
FebMar98 19/3/98 $2,427.46 $2,427.46
----------- ---------- ---------- ---------- ----------
Total: $2,427.46 $2,427.46 $0.00 $0.00 $0.00
---------------------------------------------------------------------------------------------------------
Bellsouth
0000-000-000
0% 20th Net 20th after EOM
04425448 4/3/98 $315.00 $315.00
00129889 12/3/98 $4,338.69 $4,338.69
----------- ----------- ---------- ---------- ----------
Total: $4,653.69 $4,653.69 $0.00 $0.00 $0.00
---------------------------------------------------------------------------------------------------------
Brainstorm Technologies Inc.
(000)000-0000
0% 20th Net 20th after EOM
00256125 30/9/96 $3,387.57 $3,387.57
00005438 7/6/97 $4,052.12 $4,052.12
----------- ---------- ---------- ---------- -----------
Total: $7,439.69 $0.00 $0.00 $0.00 $7,439.69
---------------------------------------------------------------------------------------------------------
Carlton Hotel - Auckland
00-000-0000
0% 20th Net 20th after EOM
PMW 28/2/98 $237.50 $237.50
----------- ---------- ---------- ---------- ----------
Total: $237.50 $237.50 $0.00 $0.00 $0.00
---------------------------------------------------------------------------------------------------------
Central Office Supplies
09-4805960
0% 20th Net 20th after EOM
00006453 9/2/98 -$15.02 -$15.02
----------- ---------- ---------- ---------- ----------
Total: -$15.02 $0.00 -$15.02 $0.00 $0.00
---------------------------------------------------------------------------------------------------------
Champagne Consultants Limite
0-4-384-6099
C.O.D.
00004301 30/1/98 $917.52 $917.52
00001293 19/2/98 $667.13 $667.13
00020558 25/2/98 $95.63 $95.63
00004305 27/2/98 $1,177.82 $1,177.82
----------- ---------- ----------- ---------- ----------
Total: $2,585.10 $0.00 $2,585.10 $0.00 $0.00
---------------------------------------------------------------------------------------------------------
Clear Communications Limited
E-363
Pritech Corporation Limited
Aged Payables
3 0/3/98
30/3/98 Page 2
8:01:32 AM
Name ID# Date Total Due Current 31 -60 61-90 90+
---------------------------------------------------------------------------------------------------------
Clear Communications Limited
050-0509
COD.
----------- ---------- ---------- ---------- ----------
Total: $386.68 $386.68 $0.00 $0.00 $0.00
---------------------------------------------------------------------------------------------------------
Cockcroft, x'Xxxxx Lawyers
09 480 0091
0% 20th Net 20th after EOM
1144/2 20/3/98 $699.75 $699.75
1144/1 24/3/98 $5,895.00 $5,895.00
----------- ---------- ---------- ---------- ----------
Total: $6,594.75 $6,594.75 $0.00 $0.00 $0.00
---------------------------------------------------------------------------------------------------------
Xxxx, Expenses Xxxxx
0% 20th Net 20th after EOM
PJ00157 28/6/96 $9.97 $9.97
----------- ---------- ---------- ---------- ----------
Total: $9.97 $0.00 $0.00 $0.00 $9.97
---------------------------------------------------------------------------------------------------------
Expenses Xxxxx Xxxx
0% 20th Net 20th after EOM
JAN97 31/1/97 $83.40 $83.40
----------- ---------- ---------- ---------- ----------
Total: $83.40 $0.00 $0.00 $0.00 $83.40
---------------------------------------------------------------------------------------------------------
Fliway Express Ltd
00 000-0000
0% 20th Net 20th after EOM
00253661 6/3/98 $40.00 $40.00
00408906 17/3/98 $111.63 $111.63
----------- ---------- ---------- ---------- ----------
Total: $151.63 $151.63 $0.00 $0.00 $0.00
---------------------------------------------------------------------------------------------------------
Hollands Limited
0-9-638-6949
C.O.D.
00951093 3/3/98 $95.85 $95.85
00951393 4/3/98 $98.42 $98.42
----------- ---------- ---------- ---------- ----------
Total: $194.27 $194.27 $0.00 $0.00 $0.00
---------------------------------------------------------------------------------------------------------
Inforplex Technology Ltd
Xxx Xxxxxxxxx
379-8448
0% 20th Net 20th after EOM
86063000 19/12/97 $1,620.00 $1,620.00
86066300 21/3/98 $2,868.75 $2,868.75
86066500 21/3/98 $699.75 $699.75
----------- ---------- ---------- ---------- ----------
Total: $5,188.50 $3,568.50 $0.00 $0.00 $1,620.00
---------------------------------------------------------------------------------------------------------
Xxxx Motors
00-000-0000
0% 20th Net 20th after EOM
WI20052 20/3/98 $302.75 $302.75
----------- ---------- ---------- ---------- ----------
Total: $302.75 $302.75 $0.00 $0.00 $0.00
---------------------------------------------------------------------------------------------------------
MISCELLANEOUS
0% 20th Net 20th after EOM
00030290 11/2/98 $315.00 $315.00
----------- ---------- ---------- ---------- ----------
E-364
Pritech Corporation Limited
Aged Payables
3 0/3/98
30/3/98 Page 3
8:01:33 AM
Name ID# Date Total Due Current 31 -60 61-90 90+
---------------------------------------------------------------------------------------------------------
NetLogic Holdings Ltd
00-000-0000
0% 20th Net 20th after EOM
00000024 31/10/97 $371.25 $371.25
----------- ---------- ---------- ---------- ----------
Total: $371.25 $0.00 $0.00 $0.00 $371.25
---------------------------------------------------------------------------------------------------------
OTC Office Supplies
0% 20th Net 20th after EOM
W480644 4/3/98 $137.07 $137.07
W481487 6/3/98 $75.94 $75.94
----------- ---------- ---------- ---------- ----------
Total: $213.01 $213.01 $0.00 $0.00 $0.00
---------------------------------------------------------------------------------------------------------
PC Rentals Limited
Reg Ball
00-000-0000
0% 20th Net 20th after EOM
00031809 5/3/98 $175.88 $175.88
00031921 10/3/98 $39.38 $39.38
----------- ---------- ---------- ---------- ----------
Total: $215.26 $215.26 $0.00 $0.00 $0.00
---------------------------------------------------------------------------------------------------------
Raskis
0% 20th Net 20th after EOM
MoH 16/3/98 $16,875.00 $16,875.00
Stats 16/3/98 $16,875.00 $16,875.00
----------- ---------- ---------- ---------- ----------
Total: $33,750.00 $33,750.00 $0.00 $0.00 $0.00
---------------------------------------------------------------------------------------------------------
Sealcorp
09 3767888
0% 20th Net 20th after EOM
00016899 24/12/97 $1.00 $1.00
00256176 20/3/98 $60.75 $60.75
----------- ---------- ---------- ---------- ----------
Total: $61.75 $60.75 $0.00 $0.00 $1.00
---------------------------------------------------------------------------------------------------------
Xxxxxxxx Computing Company L
0-9-424-9347
C.O.D.
ExpFeb 28/2/98 $294.70 $294.70
Exp 16/3/98 -$150.95 -$150.95
Exp03 16/3/98 -$273.11 -$273.11
----------- ---------- ---------- ---------- ----------
Total: -$129.36 -$129.36 $0.00 $0.00 $0.00
---------------------------------------------------------------------------------------------------------
Stars Travel Information
00-000-0000
0% 20th Net 20th after EOM
00099084 3/3/98 $709.00 $709.00
00095496 4/3/98 $739.70 $709.00
00099093 4/3/98 $447.00 $477.00
00099153 9/3/98 $719.70 $719.70
00098856 16/3/98 $246.39 $246.39
00098882 16/3/98 $648.00 $648.00
00098891 16/3/98 $245.99 $245.99
00098892 16/3/98 $915.10 $915.10
00098895 18/3/98 $1,123.88 $1,123.88
00098896 18/3/98 $139.17 $139.17
00098898 18/3/98 $129.28 $129.28
00098899 18/3/98 $140.38 $140.38
00099455 24/3/98 $278.93 $278.93
----------- ---------- ---------- ---------- ----------
Total: $6,482.52 $6,482.52 $0.00 $0.00 $0.00
E-365
Pritech Corporation Limited
Aged Payables
3 0/3/98
30/3/98 Page 4
8:01:33 AM
Name ID# Date Total Due Current 31 -60 61-90 90+
---------------------------------------------------------------------------------------------------------
Strategic Technology Services
00-000-0000
0% 20th Net 20th after EOM
02019394 3/3/98 $54.00 $54.00
----------- ---------- ---------- ---------- ----------
Total: $54.00 $54.00 $0.00 $0.00 $0.00
---------------------------------------------------------------------------------------------------------
Tech Rentals (NZ) Limited
0-9-520-4759
COD.
R61395 4/3/98 $717.75 $717.75
R61666 20/3/98 $1,184.63 $1,184.63
----------- ---------- ---------- ---------- ----------
Total: $1,902.38 $1,902.38 $0.00 $0.00 $0.00
---------------------------------------------------------------------------------------------------------
Triforium - JAD Limited
0% 20th Net 20th after EOM
00000176 8/3/98 $20,500.31 $20,500.31
----------- ---------- ---------- ---------- ----------
Total: $20,500.31 $20,500.31 $0.00 $0.00 $0.00
---------------------------------------------------------------------------------------------------------
Westpac Mastercard
0% 20th Net 20th after EOM
JuneJuly 1/8/97 $148.57 $179.07 $293.89 $148.57
MayJune 1/8/97 $378.62 $378.62
AugSept 16/9/97 $364.08 $364.08
Oct/Nov 16/11/97 $190.16 $190.16
Dec97 16/12/97 $251.52 $251.52
DeeJan 18/1/98 $293.89
Feb98 16/2/98 $179.07
----------- ---------- ---------- ---------- ----------
Total: $1,805.91 $0.00 $179.07 $293.89 $1,332.95
---------------------------------------------------------------------------------------------------------
Grand Total: $175,108.40 $81,566.10 $43,081.14 $30,186.52 $20,274.64
Aging Percent: 46.6% 24.6% 17.2% 11.6%
----------- ---------- ---------- ---------- ----------
E-366
Pritech Corporation Limited
P 0 Box 0000
Xxxxxxx Xxxxxx P 0
2nd Floor Elders House
60 Khyber Pass Road
Customer Sales Summary
30/3/98 Page 1
9:15:51 AM
ID# Customer's P0 # Original Date Sale Amount GST Current Balance Status Due/Promised
------------------------------------------------------------------------------------------------------------------
Xxxxxxx & Partners
00005403 20/5/97 $158.00 $19.76 $177.76 Open 20/6/97
00005642 31/7/97 $210.00 $26.25 $236.25 Open 20/8/97
00005643 31/7/97 $200.00 $25.00 $225.00 Open 20/8/97
00005644 31/7/97 $1,310.25 $163.78 $1,474.03 Open 20/8/97
00005716 31/8/97 $140.00 $17.50 $157.50 Open 20/9/97
00005717 31/8/97 $200.00 $25.00 $225.00 Open 20/9/97
00005718 31/8/97 $1,005.75 $125.72 $1,131.47 Open 20/9/97
00005907 C21 15/9/97 $63.00 $7.88 $70.88 Open 20/10/97
00005838 30/9/97 $35.00 $4.38 $39.38 Open 20/10/97
00005839 30/9/97 $200.00 $25.00 $225.00 Open 20/10/97
00005840 30/9/97 $67.50 $8.44 $75.94 Open 20/10/97
00005918 31/10/97 $70.00 $8.75 $78.75 Open 20/11/97
00005919 31/10/97 $200.00 $25.00 $225.00 Open 20/11/97
00005920 31/10/97 $270.00 $33.75 $303.75 Open 20/11/97
00006170 31/12/97 $200.00 $25.00 $225.00 Open 20/1/98
00006171 31/12/97 $200.00 $25.00 $225.00 Open 20/1/98
----------- ---------- -----------
$4,529.50 $566.21 $5,095.71
------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxxx
98123554 20/1/98 $1,740.00 $217.50 $1,957.50 Open 20/2/98
----------- ---------- -----------
$1,740.00 $217.50 $1,957.50
------------------------------------------------------------------------------------------------------------------
Axon Computer Systems Ltd
00006240 31/1/98 $390.00 $48.75 $438.75 Open 20/2/98
----------- ---------- -----------
$390.00 $48.75 $438.75
------------------------------------------------------------------------------------------------------------------
Broadcast Commun. Limited
00006296 56273 31/1/98 $1,050.98 $131.37 $1,182.35 Open 31/1/98
----------- ---------- -----------
$1,050.98 $131.37 $1,182.35
------------------------------------------------------------------------------------------------------------------
Xxxxxxx Investments
00006241 31/1/98 $2,697.00 $337.13 $3,034.13 Open 20/2/98
----------- ---------- -----------
$2,697.00 $337.13 $3,034.13
------------------------------------------------------------------------------------------------------------------
Champagne Consultants Limite
00005374 30/4/97 $3,200.00 $400.00 $3,600.00 Open 30/4/97
00006110 30/6/97 $750.00 $93.75 $843.75 Open 30/4/97
00005925 31/10/97 $750.00 $93.75 $843.75 Open 31/10/97
00005926 31/10/97 $2,250.00 $281.25 $2,531.25 Open 31/10/97
00006174 31/12/97 $3,000.00 $375.00 $3,375.00 Open 31/12/97
----------- ---------- -----------
$9.950.00 $1,243.75 $11,193.75
------------------------------------------------------------------------------------------------------------------
Columbia TriStar 31/12/97 $60.00 $7.50 $67.50 Open 20/1/98
----------- ---------- -----------
$60.00 $7.50 $67.50
------------------------------------------------------------------------------------------------------------------
ComputerLand - WGTN
00006134 22/12/97 $405.00 $50.63 $455.63 Open 20/1/98
----------- ---------- -----------
$405.00 $50.63 $455.63
------------------------------------------------------------------------------------------------------------------
CPS Systems (NZ) Ltd
97123504 31/12/97 $1,160.00 $145.00 $1,305.00 Open 20/1/98
----------- ---------- -----------
$1,160.00 $145.00 $1,305.00
------------------------------------------------------------------------------------------------------------------
DataFlow
00006027 30/11/97 $840.00 $105.00 $945.00 Open 20/12/97
00006196 31/12/97 $600.00 $75.00 $675.00 Open 20/1/98
----------- ---------- -----------
$1,440.00 $180.00 $1,620.00
------------------------------------------------------------------------------------------------------------------
Datec (Fiji) Limited
00005685 31/7/97 $325.00 $40.63 $365.63 Open 20/8/97
E-367
Pritech Corporation Limited
Customer Sales Summary
30/3/98 Page 2
9:15:52 AM
ID# Customer's P0 # Original Date Sale Amount GST Current Balance Status Due/Promised
------------------------------------------------------------------------------------------------------------------
ECNZ
00005674 31/7/97 $480.00 $60.00 $540.00 Open 20/8/97
00005872 30/9/97 $240.00 $30.00 $270.00 Open 20/10/97
00006233 31/12/97 $10,000.00 $1,250.00 $405.00 Open 20/1/98
00006309 31/1/98 $2,430.00 $303.75 $2,733.75 Open 20/2/98
00006310 31/1/98 $930.00 $116.25 $1,046.25 Open 20/2/98
----------- ---------- -----------
$14,080.00 $1,760.00 $4,995.00
------------------------------------------------------------------------------------------------------------------
ECNZ - Huntly
00006212 31/12/97 $600.00 $75.00 $675.00 Open 20/1/98
----------- ---------- -----------
$600.00 $75.00 $675.00
------------------------------------------------------------------------------------------------------------------
ECNZ Waitaki 31/12/97 $240.00 $30.00 $270.00 Open 20/1/98
----------- ---------- -----------
$240.00 $30.00 $270.00
------------------------------------------------------------------------------------------------------------------
Education Review Office
00006175 31/12/97 $2,160.00 $270.00 $2,430.00 Open 20/1/98
00006251 31/1/98 $2,220.00 $277.50 $2,497.50 Open 20/2/98
----------- ---------- -----------
$4,380.00 $547.50 $4,927.50
------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxx and Xxxxx Ltd
00006305 31/1/98 $1,293.66 $161.71 $1,455.37 Open 20/2/98
----------- ---------- -----------
$1,293.66 $161.71 $1,455.37
------------------------------------------------------------------------------------------------------------------
Guinness Xxxxxxxxx
00006042 30/11/97 $420.00 $52.50 $472.50 Open 20/12/97
00006176 31/12/97 $2,670.00 $333.75 $3,003.75 Open 20/1/98
----------- ---------- -----------
$3,090.00 $386.25 $3,476.25
------------------------------------------------------------------------------------------------------------------
IBM NZ Limited
00005981 31/10/97 $2,280.00 $285.00 $2,565.00 Open 7/11/97
00005982 31/10/97 $630.00 $78.75 $708.75 Open 7/11/97
00005983 31/10/97 $60.00 $7.50 $67.50 Open 7/11/97
----------- ---------- -----------
$2,970.00 $371.25 $3,341.25
------------------------------------------------------------------------------------------------------------------
Intacta Limited
00005425 31/5/97 $360.00 $45.00 $450.00 Open 31/5/97
----------- ---------- -----------
$360.00 $45.00 $450.00
------------------------------------------------------------------------------------------------------------------
IPEX Computers Limited
00005766 31/8/97 $7,370.00 $921.26 $465.03 Open 20/9/97
00005895 30/9/97 $17,578.00 $2,197.28 $2,696.65 Open 20/10/97
00006298 31/1/98 $1,305.00 $163.13 $1,468.13 Open 20/2/98
00006299 31/1/98 $6,547.50 $818.44 $7,365.94 Open 20/2/98
00006300 31/1/98 $1,890.00 $236.25 $2,126.25 Open 20/2/98
----------- ---------- -----------
$34,690.50 $4,336.36 $14,122.00
------------------------------------------------------------------------------------------------------------------
MAF Regulatory Authority
00006166 31/12/97 $7,442.50 $930.32 $3,948.76 Open 31/12/97
----------- ---------- -----------
$7,442.50 $930.32 $3,948.76
------------------------------------------------------------------------------------------------------------------
New Zealand Dairy Board
00005698 31/7/97 $780.00 $97.50 $877.50 Open 31/7/97
00005759 31/8/97 $1,350.00 $168.75 $1,518.75 Open 31/8/97
00005818 31/8/97 $1,410.00 $176.25 $1,586.25 Open 31/8/97
00005876 30/9/97 $1,320.00 $165.00 $1,485.00 Open 30/9/97
00005877 30/9/97 $6,720.00 $840.00 $7,560.00 Open 30/9/97
00005878 30/9/97 $60.00 $7.50 $67.50 Open 30/9/97
00005879 30/9/97 $360.00 $45.00 $303.75 Open 30/9/97
00005880 30/9/97 $1,680.00 $210.00 $1,890.00 Open 30/9/97
00005938 31/10/97 $2,400.00 $300.00 $2,700.00 Open 31/10/97
00005939 31/10/97 $1,470.00 $183.75 $1,653.75 Open 31/10/97
00005940 31/10/97 $480.00 $60.00 $540.00 Open 31/10/97
00006056 30/11/97 $1,140.00 $142.50 $1,282.50 Open 30/11/97
00006200 31/12/97 $3,600.00 $450.00 $4,050.00 Open 31/12/97
E-368
Pritech Corporation Limited
Customer Sales Summary
30/3/98 Page 3
9:15:52 AM
ID# Customer's P0 # Original Date Sale Amount GST Current Balance Status Due/Promised
------------------------------------------------------------------------------------------------------------------
New Zealand Dairy Board
----------- ---------- -----------
$47,580.00 $5,947.50 $53,426.25
------------------------------------------------------------------------------------------------------------------
Omron Electrical Ltd
00006139 22/12/97 $2,808.00 $351.03 $3,159.03 Open 20/1/98
00006232 31/12/97 $910.00 $113.76 $1,023.76 Open 21/1/98
00006270 31/1/98 $2,379.00 $297.38 $2,676.38 Open 20/2/98
----------- ---------- -----------
$6,097.00 $762.17 $6,859.17
------------------------------------------------------------------------------------------------------------------
Open Media Solutions Ltd
00005941 31/10/97 $480.00 $60.00 $540.00 Open 20/11/97
----------- ---------- -----------
$480.00 $60.00 $540.00
------------------------------------------------------------------------------------------------------------------
Provoust Xxxx (NZ) Ltd
00005433 Pierre 31/5/97 $2,456.00 $307.00 $2,763.00 Open 20/6/97
----------- ---------- -----------
$2,456.00 $307.00 $2,763.00
------------------------------------------------------------------------------------------------------------------
Scienz
97112383 21/1/98 $2,812.00 $351.50 $3,163.50 Open 20/2/98
----------- ---------- -----------
$2,812.00 $351.50 $3,163.50
------------------------------------------------------------------------------------------------------------------
Sealcorp Computer Products
00006073 30/11/97 $169.00 $21.13 $190.13 Open 20/12/97
00006190 3314 31/12/97 $3,856.22 $482.03 $4,338.25 Open 20/1/98
----------- ---------- -----------
$4,025.22 $503.16 $4,528.38
------------------------------------------------------------------------------------------------------------------
SGS NZ -- Onehunga/Xxxxxxx
00006141 22/12/97 $300.00 $37.50 $202.50 Open 20/1/98
00006274 31/1/98 $2,585.00 $323.13 $135.00 Open 20/2/98
00006275 31/1/98 $1,760.00 $220.00 $1,980.00 Open 20/2/98
----------- ---------- -----------
$4,645.00 $580.63 $2,317.50
------------------------------------------------------------------------------------------------------------------
South Pacific Tyres
00006278 31/1/98 $5,392.50 $674.06 $5,841.56 Open 20/2/98
00006279 31/1/98 $200.00 $25.00 $225.00 Open 20/2/98
----------- ---------- -----------
$5,592.50 $699.06 $6,066.56
------------------------------------------------------------------------------------------------------------------
State Insurance Ltd
00006282 31/1/98 $24,581.25 $3,072.66 $0.35 Open 20/2/98
----------- ---------- -----------
$24,581.25 $3,072.66 $0.35
------------------------------------------------------------------------------------------------------------------
Xxxxxxxxxx Xxx Xxxxxxx
00000000 000000 20/12/97 $26,262.50 $3,282.81 $0.02 Open 20/1/98
----------- ---------- -----------
$26,262.50 $3,282.81 $0.02
------------------------------------------------------------------------------------------------------------------
Task Technology
00005385 30/4/97 $510.00 $63.75 $573.75 Open 30/4/97
----------- ---------- -----------
$510.00 $63.75 $573.75
------------------------------------------------------------------------------------------------------------------
Telcom New Zealand -- ICMS
00006287 31/1/98 $1,425.00 $178.13 $1,603.13 Open 20/2/98
----------- ---------- -----------
$1,425.00 $178.13 $1,603.13
------------------------------------------------------------------------------------------------------------------
Transit New Zealand
00006085 30/11/97 $303.75 $37.98 $341.73 Open 20/12/97
00006186 31/12/97 $18,000.00 $2,250.00 $20,250.00 Open 20/1/98
----------- ---------- -----------
$18,303.75 $2,287.98 $20,591.73
------------------------------------------------------------------------------------------------------------------
Tranz Rail Ltd
00006187 31/12/97 $168.75 $21.09 $189.84 Open 31/12/97
00006288 31/1/98 $101.25 $12.66 $113.91 Open 31/1/98
00006307 3700019 31/1/98 $405.00 $50.63 $455.63 Open 31/1/98
----------- ---------- -----------
$???.?? $??.?? $???.??
E-369
Pritech Corporation Limited
Customer Sales Summary
30/3/98 Page 4
9:15:53 AM
ID# Customer's P0 # Original Date Sale Amount GST Current Balance Status Due/Promised
------------------------------------------------------------------------------------------------------------------
Trilogy Business Systems
00006109 8833CA 30/11/97 $1,260.00 $157.50 $1,417.50 Open 20/12/97
00006289 31/1/98 $120.00 $15.00 $135.00 Open 20/2/98
----------- ---------- -----------
$4,140.00 $517.50 $4,657.50
------------------------------------------------------------------------------------------------------------------
Xxxxxx & Xxxxxx
00005816 6870 25/9/97 $138.00 $17.25 $155.25 Open 25/9/97
----------- ---------- -----------
$138.00 $17.25 $155.25
------------------------------------------------------------------------------------------------------------------
Xxxxxx Consultants
00006161 31/12/97 $960.00 $120.00 $1,080.00 Open 20/1/98
00006292 31/1/98 $120.00 $15.00 $135.00 Open 20/2/98
----------- ---------- -----------
$1,080.00 $135.00 $1,215.00
------------------------------------------------------------------------------------------------------------------
Grand Total: $243,697.36 $30,462.34 $173,552.55
----------- ---------- -----------
E-370
Pritech Corporation Limited
P 0 Box 0000
Xxxxxxx Xxxxxx P 0
2nd Floor Elders House
60 Khyber Pass Road
Analyse Sales
April 1997 through March 1998
30/3/98 Page 1
8:25:08 AM
Name Tax ID Sales % Total Sales
--------------------------------------------------------------------------------
Accident Compensation Corp. $8,040.00 0.2%
Adis International Ltd $3,862.40 0.1%
Advantage Group Ltd -$230.00 0.0%
AFS New Zealand $3,970.00 0.1%
Air New Zealand $0.00 0.0%
Alcatel NZ Ltd $0.00 0.0%
Xxxx Xxxxx $0.00 0.0%
Alphanumeric Processing Ltd $0.00 0.0%
AMP -$742.50 0.0%
AMPlus $139,062.50 3.7%
Xxxxxxx & Partners $8,489.25 0.2%
ANZ Bank $33,152.20 0.9%
ANZ McCaugham $0.00 0.0%
AON Risk Services $4,446.25 0.1%
Xxxxxx Xxxxxxxx $1,740.00 0.0%
ASB Bank Limited $0.00 0.0%
Asea Xxxxx Boveri Limited $0.00 0.0%
Asea Xxxxx Boveri Limited(Well) $0.00 0.0%
Aspect Systems Ltd $0.00 0.0%
Atlas Copco (NZ) Ltd $660.00 0.0%
Australasian Memory Ltd $0.00 0.0%
Axon Computer Systems Ltd $15,177.50 0.4%
BASF New Zealand Limited $11,689.00 0.3%
Bay of Plenty Electricity $180.00 0.0%
BNZ $0.00 0.0%
Bootstrap Computers $0.00 0.0%
BP Oil New Zealand Limited $0.00 0.0%
BP Oil nz $0.00 0.0%
XXXXX $115,725.00 3.0%
Xxxxxxx Investments $15,167.00 0.4%
Xxxxxxx & Xxxxxx Pty. Ltd $12,513.90 0.3%
BSG Finance $0.00 0.0%
Bureau Veritas -$1,449.00 0.0%
Xxxxxx Xxxxxxx $0.00 0.0%
BVQI $0.00 0.0%
BVQI $0.00 0.0%
X X Xxxxxxx & Associates $0.00 0.0%
CADAM Research $0.00 0.0%
Caltex Oil (NZ) Limited $0.00 0.0%
CardLink Systems Limited $133.00 0.0%
Xxxxxx Xxxx Xxxxxx $0.00 0.0%
Xxxxxx Xxxx Xxxxxx Insulation $0.00 0.0%
Xxxxxx Xxxx Xxxxxx Pulp & Paper $0.00 0.0%
Cellnet NZ Limited $0.00 0.0%
Church of Xxxxxx $0.00 0.0%
Clear Communications $90,936.64 2.4%
CMS $2,593.75 0.1%
Columbia TriStar $2,604.00 0.1%
Communication By Design $0.00 0.0%
Compaq $3,000.00 0.1%
ComputerLand $4,776.00 0.1%
ComputerLand - WGTN $1,492.50 0.0%
Comtex Group Limited $0.00 0.0%
Connexion Point Ltd $465.60 0.0%
Continuum NZ Ltd (DOL FM) $0.00 0.0%
Coopers & Xxxxxxx (Auck) $0.00 0.0%
Coopers & Xxxxxxx (Man) Ltd $0.00 0.0%
Coopers & Xxxxxxx (Man)Ltd $0.00 0.0%
Coopers & Xxxxxxx(Wgtn) $0.00 0.0%
Correspondence School $2,640.00 0.1%
Countrywide Bank Corp. $4,060.00 0.1%
CPS Systems (NZ) Ltd $2,280.00 0.1%
Cure Holdings $0.00 0.0%
Datacraft $472.50 0.0%
DataFlow $2,785.00 0.1%
Datec (Fiji) Limited $325.00 0.0%
DB Breweries Limited $31,814.50 0.8%
Delioit $0.00 0.0%
Deboittes (ICS) $0.00 0.0%
E-371
Pritech Corporation Limited
Analyse Sales
April 1997 through March 1998
30/3/98 Page 2
8:25:09 AM
Name Tax ID Sales % Total Sales
--------------------------------------------------------------------------------
Department of Labour $12,487.50 0.3%
Department of Social Welfare $0.00 0.0%
Digital Equipment Corp $5,262.00 0.1%
Xxxxxxxxx, Xxxx & Associates $0.00 0.0%
Dynamic Controls Ltd $2,080.00 0.1%
Eagle Technology Limited $0.00 0.0%
ECNZ $301,119.00 7.9%
ECNZ - Xxxxxxxx $27,180.00 0.7%
ECNZ - Huntly $1,620.00 0.0%
ECNZ - Turangi $14,190.00 0.4%
ECNZ - Waitaki $2,370.00 0.1%
EDM $33.75 0.0%
Education Review Office $49,057.60 1.3%
Xxx Xxxxx $0.00 0.0%
Enerco Gas Auckland $7,771.00 0.2%
ENZA New Zealand $0.00 0.0%
Ernst & Young $0.00 0.0%
Ernst & Young (Auckl) $126.00 0.0%
Farmers Trading Company $3,150.00 0.1%
Xxx, Richwhite & Co Limited $0.00 0.0%
Federal Airports Corporation $25,798.55 0.7%
Financial Automation Ltd $0.00 0.0%
Xxxxxx & Paykel $7,587.50 0.2%
Foodtown Supermarkets Limited $740.00 0.0%
Forest Research Institute $0.00 0.0%
Forestry Corporation NZ $0.00 0.0%
Fujitsu NZ Limited $880.00 0.0%
GAB Robins NZ Ltd $3,345.00 0.1%
Glaxo Pharmaceuticals Limited $0.00 0.0%
Global Solutions Ltd $0.00 0.0%
Xxxxxxx Xxxxxxx (NZ) Ltd $0.00 0.0%
Xxxxx Xxxxx and Xxxxx Ltd $4,950.25 0.1%
Guardian Assurance $580.00 0.0%
Guinness Xxxxxxxxx $3,090.00 0.1%
Gullivers Pacific $0.00 0.0%
H Xxxxxxx International Ltd $422.33 0.0%
Xxxxxx Xxxx $0.00 0.0%
Hewlett Packard NZ Ltd $0.00 0.0%
Housing Corporation $0.00 0.0%
IBM NZ Limited $194,544.26 5.1%
Imagetext Publishing System Ltd $481.00 0.0%
Industrial Research Ltd $0.00 0.0%
Inforplex Technology Limited $41,489.57 1.1%
Inland Revenue Department $0.00 0.0%
IPEX Computers Limited $46,142.16 1.2%
IRD-TAX $0.00 0.0%
Xxxxx Xxxxxx $580.00 0.0%
Xxxx Xxxxxxx $5,920.00 0.2%
Xxxx Xxxx Tourism $600.00 0.0%
KAZ Computer Services Pty Ltd $0.00 0.0%
Xxxxx (NZ) Ltd $3,030.50 0.1%
Key Corp $1,830.00 0.0%
Kingston Xxxxxxxx Limited $0.00 0.0%
Labour Market Policy Group $3,060.00 0.1%
Land Transport Safety Authority $9,188.00 0.2%
Xxxxx Xxxxxx Associates Ltd $0.00 0.0%
Law & Economic Consulting Group $2,531.25 0.1%
Lever Rexona $0.00 0.0%
Livestock Improvement Corp $54,675.15 1.4%
Lotus Development B.V. $0.00 0.0%
Lotus Development European $0.00 0.0%
Xxxx Engineering Ltd $23,746.11 0.6%
Madison Systems $0.00 0.0%
MAF Corporate Office $493.00 0.0%
MAF Fisheries $1,160.00 0.0%
MAF Regulatory Authority $294,016.25 7.7%
Mail Exchange NZ Ltd $2,718.00 0.1%
Mainland Products $0.00 0.0%
XxXxxx-Xxxxxxxx Limited $20,143.34 0.5%
McKechnies Metals $3,260.00 0.1%
Method Xxxx Ltd $0.00 0.0%
Min of Agriculture & Forestry $0.00 0.0%
Min of Foreign Affairs & Trade $6,696.00 0.2%
Ministry of Commerce $0.00 0.0%
E-372
Pritech Corporation Limited
Analyse Sales
April 1997 through March 1998
30/3/98 Page 3
8:25:10 AM
Name Tax ID Sales % Total Sales
--------------------------------------------------------------------------------
Ministry of Forestry $1,566.00 0.0%
Ministry of Health $25,000.00 0.7%
Ministry of Transport $3,124.64 0.1%
Mobil Oil NZ Limited $0.00 0.0%
Xxxxxx & Banks $0.00 0.0%
Movements International $0.00 0.0%
Xxxxx Xxxxxx Co-operative Ltd $12,966.21 0.3%
Natinal I $0.00 0.0%
Netway Communications Ltd $0.00 0.0%
New Zealand Dairy Board $192,720.00 5.1%
New Zealand Employment Services $5,400.00 0.1%
Xxxx Xxxxxxx $4,423.80 0.1%
Nissan NZ Ltd $840.00 0.0%
NZ Dairy Foods Ltd $53,828.30 1.4%
NZ Dairy Group $0.00 0.0%
NZ Dairy Research Institute $63,788.30 1.7%
NZ Disabilities Resource Centre $41,121.74 1.1%
NZ Immigration Service $124,741.50 3.3%
NZ Police $17,722.50 0.5%
NZI Insurance $21,212.25 0.6%
OEM Distributors Limited $270.00 0.0%
Olex Cables(New Zealand) $2,942.00 0.1%
Omron Electrical Ltd $6,266.00 0.2%
Open Media Solutions Ltd $480.00 0.0%
Optimum Computer Training $0.00 0.0%
OSI Software $0.00 0.0%
Xxxxx Road Transport $0.00 0.0%
P and I Services $0.00 0.0%
Pacific Network $0.00 0.0%
Xxxxxxx Xxxx Xxxxxx $0.00 0.0%
PC Magazine New Zealand $0.00 0.0%
Peace Computers $3,060.00 0.1%
PEG $513.00 0.0%
Petes Computer Centre $0.00 0.0%
Picdata Productions Ltd $0.00 0.0%
Police 2000 $2,220.00 0.1%
Police Headquarters $0.00 0.0%
Police National Headquarters $10,224.00 0.3%
Polymer International $766.00 0.0%
Poseidon Consultants $3,060.00 0.1%
Price Waterhouse (Auck) $0.00 0.0%
Pritech Corporation Ltd $0.00 0.0%
Provoust Xxxx (NZ) Ltd $2,579.00 0.1%
Prudential Assurance Limited $10,805.00 0.3%
Pulsedata International Ltd $0.00 0.0%
Quality Decision Management $0.00 0.0%
Quantum Software Systems Ltd $2,276.25 0.1%
R & D Solutionz $6,295.00 0.2%
Rainger Direct $0.00 0.0%
M K Ratnasvriya $0.00 0.0%
Recruitment Knowledge $300.00 0.0%
REVTECH LTD $0.00 0.0%
Xxxx Xxxxxxxx KPG $0.00 0.0%
Royal & Sun Alliance $2,801.25 0.1%
Royal NZ Police College $0.00 0.0%
Schering (NZ) Ltd $623.50 0.0%
Schindlers Lifts Ltd -$7,376.50 (0.2%)
Schlage $0.00 0.0%
SCIANZ $4,171.00 0.1%
Scienz $2,812.00 0.1%
Sealcorp Computer Products $4,025.22 0.1%
Seventh-Day Adventist Church $26.00 0.0%
SGS NZ $23,375.50 0.6%
SGS NZ - Onehunga/Xxxxxxx $7,285.00 0.2%
SGS NZ - Wellington $305.00 0.0%
Soft Tech Limited $2,070.00 0.1%
South Pacific Tyres $34,595.00 0.9%
Southmark Computers $0.00 0.0%
State Insurance Ltd $491,677.21 12.9%
Statistics New Zealand $72,874.75 1.9%
Statistics New Zealand - AKL $0.00 0.0%
Sundry Debtors $0.00 0.0%
Task Technology $510.00 0.0%
ILLEGIBLE $3,920.00 0.1%
E-373
Pritech Corporation Limited
Analyse Sales
April 1997 through March 1998
30/3/98 Page 4
8:25:10 AM
Name Tax ID Sales % Total Sales
--------------------------------------------------------------------------------
The Open Polytechnic of NZ $7,799.38 0.2%
The Simple Group Limited $3,016.00 0.1%
Toyota NewZealand Ltd $0.00 0.0%
Transalta Energy Ltd $51,133.00 1.3%
Transalta Energy Ltd - Xxxxxxx $1,620.00 0.0%
Transalta Energy Ltd - Tak $0.00 0.0%
Transit New Zealand $78,681.95 2.1%
Tranz Rail Ltd $17,583.25 0.5%
Trilogy Business Systems $9,960.00 0.3%
Turners & Growers $580.00 0.0%
UDC Finance $2,640.00 0.1%
Unilever New Zealand Limited $31,596.16 0.8%
UNRECONCILLED $0.00 0.0%
Waikato University $0.00 0.0%
Xxxxx Xxxxxx $0.00 0.0%
Wang (NZ) Ltd $2,000.00 0.1%
Wang (NZ) Ltd-Wgtn $0.00 0.0%
Westpac Banking Corp $397,548.50 10.5%
Westpac Trust $52,879.00 1.4%
Westpac Trust $1,419.00 0.0%
Xxxxxx & Xxxxxx $11,378.00 0.3%
Works Consultancy Services $0.00 0.0%
Xxxxxx Consultants $16,068.00 0.4%
-------------
Total: 53,673,061.42
-------------
E-374
Aged Receivables
30/3/98
Page 1
Name Total Due Current 31 - 60 61 - 90 90+
------------------------------------------------------------------------------------------------------
Advantage Group Ltd $166.50 $166.50 $0.00 $0.00 $0.00
Xxxxxxx & Partners $7,885.71 $0.00 $0.00 $450.00 $7,435.71
AON Risk Services $585.01 $585.01 $0.00 $0.00 $0.00
Xxxxxx Xxxxxxxx $1,957.50 $0.00 $0.00 $1,957.50 $0.00
Axon Computer Systems Lt $1,755.00 $1,316.25 $438.75 $0.00 $0.00
BASE New Zealand Limited $247.50 $247.50 $0.00 $0.00 $0.00
XXXXX $42,345.00 $42,345.00 $0.00 $0.00 $0.00
Broadcast Commun. Limite $1,182.35 $0.00 $1,182.35 $0.00 $0.00
Xxxxxxx Investments $6,786.01 $3,751.88 $3,034.13 $0.00 $0.00
Champagne Consultants Li $11,213.75 $0.00 $0.00 $3,375.00 $7,838.75
Clear Communications $89,100.00 $89,100.00 $0.00 $0.00 $0.00
Columbia TriStar $67.50 $0.00 $0.00 $67.50 $0.00
ComputerLand - WGTN $455.63 $0.00 $0.00 $0.00 $455.63
CPS Systems (NZ) Ltd $1,305.00 $0.00 $0.00 $1,305.00 $0.00
DataFlow $1,620.00 $0.00 $0.00 $675.00 $945.00
Datec (Fiji) Limited $365.63 $0.00 $0.00 $0.00 $365.63
DB Breweries Limited $4,638.11 $0.00 $0.00 $0.00 $4,638.11
ECNZ $10,510.31 $4,320.00 $3,780.00 $405.00 $2,005.31
ECNZ - Xxxxxxxx $3,037.50 $3,037.50 $0.00 $0.00 $0.00
ECNZ - Huntly $675.00 $0.00 $0.00 $675.00 $0.00
ECNZ - Waitaki $2,092.50 $1,822.50 $0.00 $270.00 $0.00
Education Review Office $11,340.00 $6,412.50 $2,497.50 $2,430.00 $0.00
Enerco Gas Auckland $146.25 $146.25 $0.00 $0.00 $0.00
Xxxxx Xxxxx and Xxxxx L $5,569.03 $4,113.66 $1,455.37 $0.00 $0.00
Guinness Xxxxxxxxx $3,476.25 $0.00 $0.00 $3,003.75 $472.50
IBM NZ Limited $18,331.31 $14,990.06 $0.00 $0.00 $3,341.25
Imagetext Publishing Syste $541.13 $541.13 $0.00 $0.00 $0.00
Inforplex Technology Limit $1,620.00 $1,620.00 $0.00 30.00 $0.00
Intacta Limited $405.00 $0.00 $0.00 $0.00 $405.00
IPEX Computers Limited $14,122.00 $0.00 $10,960.32 $0.00 $3,161.68
Law & Economic Consulting $227.81 $227.81 $0.00 $0.00 $0.00
Livestock Improvement Cor $1,113.75 $1,l13.75 $0.00 $0.00 $0.00
Xxxx Engineering Ltd $2,120.63 $2,120.63 $0.00 $0.00 $0.00
MAF Regulatory Authority $3,948.76 $0.00 $0.00 $3,948.76 $0.00
Mail Exchange NZ Ltd $2,018.25 $2,018.25 $0.00 $0.00 $0.00
XxXxxx-Xxxxxxxx Limited $634.50 $634.50 $0.00 $0.00 $0.00
Ministry of Forestry $3,217.50 $0.00 $0.00 $0.00 $3,217.50
Ministry of Health $28,125.00 $28,125.00 $0.00 $0.00 $0.00
New Zealand Dairy Board $68,782.50 $15,356.25 $20,823.75 $11,137.50 $21,465.00
NZ Dairy Foods Ltd $26,261.24 $19,888.11 $6,373.13 $0.00 $0.00
Omron Electrical Ltd $7,049.30 $190.13 $2,676.38 $1,023.76 $3,159.03
Open Media Solutions Ltd $540.00 $0.00 $0.00 $0.00 $540.00
Oracle Corporation $405.00 $405.00 $0.00 $0.00 $0.00
Peace Computers $3,442.50 $3,442.50 $0.00 $0.00 $0.00
Poseidon Consultants $3,442.50 $3,442.50 $0.00 $0.00 $0.00
Provoust Xxxx (NZ) Ltd $2,763.00 $0.00 $0.00 $0.00 $2,763.00
Quantum Software Systems $303.75 $303.75 $0.00 $0.00 $0.00
SCIANZ $472.50 $0.00 $0.00 $0.00 $472.50
Scienz $3,163.50 $0.00 $0.00 $3,163.50 $0.00
Sealcorp Computer Products $4,528.38 $0.00 $0.00 $4,338.25 $190.13
SGS NZ $2,281.50 $2,281.50 $0.00 $0.00 $0.00
SGS NZ - Onehunga/Penros $4,180.50 $1,863.00 $2,115.00 $0.00 $202.50
SGS NZ - Wellington $33.75 $33.75 $0.00 $0.00 $0.00
South Pacific Tyres $26,718.75 $20,652.19 $6,066.56 $0.00 $0.00
State Insurance Ltd $24,775.66 $24,775.31 $0.35 $0.00 $0.00
Statistics New Zealand $32,661.30 $32,661.28 $0.00 $0.00 $0.02
Systems Adivsory Services $3,188.25 $3,188.25 $0.00 $0.00 $0.00
Task Technology $4,125.33 $0.00 $0.00 $0.00 -$4,125.33
Telecom New Zealand- IC $1,603.13 $0.00 $1,603.13 $0.00 $0.00
Transit New Zealand $20,591.73 $0.00 $0.00 $20,250.00 $341.73
Tranz Rail Ltd $759.38 $0.00 $569.54 $189.84 $0.00
Trilogy Business Systems $4,927.50 $270.00 $135.00 $0.00 $4,522.50
Westpac Trust $3,015.00 $3,015.00 $0.00 $0.00 $0.00
Xxxxxx & Xxxxxx $155.25 $0.00 $0.00 $0.00 $155.25
Xxxxxx Consultants $1,620.00 $405.00 $135.00 $1,080.00 $0.00
----------- ----------- ---------- ---------- ----------
Total: $522,054.22 $340,929.20 $63,846.26 $59,745.36 $57,533.40
AgingPercent: 65.3% 12.2% 11.4% 11.0%
----------- ----------- ---------- ---------- ----------
E-375
--------------------------------------------------------------------------------
AS AT 31/1497 Salary Leave Take Entitle Due
--------------------------------------------------------------------------------
Xxxxxxxxx Xxxxxxx $55,000 3 4 1
--------------------------------------------------------------------------------
Xxxxx Xxxxxx $72,000 42 30 -12
--------------------------------------------------------------------------------
Xxxxxx Xxxx $72,000 27 40 13
--------------------------------------------------------------------------------
Xxxxx Xxxxx $150,000 19 30 11
--------------------------------------------------------------------------------
Xxxxxxx Xxxxx $170,000
--------------------------------------------------------------------------------
Xxxxxxx Xxxxxxxx $35,000 30 21.25 -8.75
--------------------------------------------------------------------------------
Xxxxx Xxxx $140,000 20.5 40 19.5
--------------------------------------------------------------------------------
Xxxxxx Xxxxx $80,000 18 40 22
--------------------------------------------------------------------------------
Xxxxxxx Xxxxxxx $55,000 0 0 0
--------------------------------------------------------------------------------
Jarive Xxxxx $72,000 26 40 14
--------------------------------------------------------------------------------
Xxxxx Xxxx $66,000 10 17.5 7.5
--------------------------------------------------------------------------------
XxxXxxxx Xxxxxx $40,000 3 3.75 0.75
--------------------------------------------------------------------------------
Xxxxxx Xxxx $90,000 3 12 9
--------------------------------------------------------------------------------
Xxxx Xxxxx $50,000 26.5 30 3.5
--------------------------------------------------------------------------------
Xxxxxxx Xxxx $60,000 3 11.75 8.75
--------------------------------------------------------------------------------
Xxxxxxxx Xxxxxx $82,000 29 30 1
--------------------------------------------------------------------------------
Xxxxxxx Xxxxxxxxx $60,000 5 11.75 5.75
--------------------------------------------------------------------------------
Suh Young $67,000 32 37.5 5.5
--------------------------------------------------------------------------------
Transom Xxxx $55,000 33.75 33.75 0
--------------------------------------------------------------------------------
Xxxxx Xxxxx $65,000 15 30 15
--------------------------------------------------------------------------------
Xxxxx Xxxxx $52,500 3 6.25 3.25
--------------------------------------------------------------------------------
Xxxxxx Xxxxxxx $50,000 0 3.75 0
E-376
CHANGE OF DIRECTORS AND PARTICULARS OF DIRECTORS
Form 11
--------------------------------------- --------------
Company Number
Company Name Pritech Corporation Limited AK413669
--------------------------------------- --------------
--------------------------------------------------------------------------------
* Change of Name or Residential Address of Director
--------------------------- --------------------------
Director's Former
Surname Surname*
--------------------------- --------------------------
--------------------------- --------------------------
First Former First
Name(s) Name(s)*
--------------------------- --------------------------
Residential Former
Address Residential
Address*
--------------------------- --------------------------
Date of Change ----- ----- ------ * Complete only if applicable
Day Month Year
--------------------------------------------------------------------------------
Set out below are the names and residential addresses of the directors of the
above named company at the date on which this notice is signed.
--------------------------------------------------------------------------------
Name * Residential Address
--------------------------------------------------------------------------------
XXXXXXX, Xxxxx Xxxxxxx 00 Xxxxxx Xxxxx
Xxxxxxxxxx
Xxxxxxxx
XXXXX, Xxxxx 00 Xxxxxxxxx Xxxx
Xxxxxxxxx
Xxxxxxxxxx
XXXXX, Xxxx 0 Xxxxxx Xxxxxxx
Xxxxxxxxx
Xxxx Xxxxxxxx
--------------------------------------------------------------------------------
*Please give Surname in BLOCK letters followed by first(s)
Signature of Director / Authorised Person /s/ Xxxxx Xxxxxxx Date 14/8/97
----------------- -------
Name of Director / Authorised Person Xxxxx Xxxxxxx
E-377
ANNUAL RETURN
Table of Shareholders
Note: If the company is a parry to a listing agreement with a Stock Exchange
registered under the Sharebrokers Xxx 0000, only supply the requested
information as follows:
(i)- If there is only one class of shares, the person holding the 10
largest numbers of shares; or
(ii)- If there is more than one class of shares, the persons holding the
ten largest numbers of shares in each class.
--------------------------------------------------------------------------------
Full Name (in case of a natural person Address No. of shares
please state the surname in block (if (ii) above
letters followed by a first name(s)) applies, specify
the different
classes)
--------------------------------------------------------------------------------
XXXXXXX XXXXX XXXXXXX 00 Xxxxxx Xxxxx 00000
Xxxxxxxxxx Xxxxxxxx
XXXXX XXXXX 00 Xxxxxxxxx Xx. 00000
Xxxxxxxxx, Xxxxxxxxxx
XXXXX XXXX 20646
E-378
CONSTITUTION OF
PRITECH CORPORATION LIMITED
DRAFT
1. Constitution and the Companies Act
The provisions of the Companies Xxx 0000 ("the Act") are negated,
modified, adopted and extended by this constitution as hereinafter
provided.
CALLS ON SHARES
2. Directors may make calls
The directors may from time to time make such calls as they think fit
upon the shareholders in respect of any moneys unpaid on their shares and
not by the conditions of issue thereof made payable at a fixed time or
times, and each shareholder shall, subject to receiving at least 14 days'
written notice specifying the time or times and place of payment, pay to
the company at the time or times and place so specified the amount
called. A call may be revoked or postponed as the directors may
determine.
3. Timing of calls
A call may be made payable at such times and in such amount as the
directors may decide.
4. Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay
all calls in respect thereof.
5. Interest
If a sum called in respect of a share is not paid before or on the time
appointed for payment thereof, the person from whom the sum is due shall
pay interest on that sum from the time appointed for payment thereof to
the time of actual payment at such rate not exceeding 10% per annum as
the directors may determine, but the directors shall be at liberty to
waive payment of that interest wholly or in part.
6. Instalments
Any sum which by the terms of issue of a share becomes payable on issue
or at any fixed time shall for all purposes be deemed to be a call duly
made and payable at the time at which by the terms of issue the same
becomes payable, and in case of non-payment all the relevant provisions
hereof relating to payment of interest and expenses, forfeiture, or
otherwise shall apply as if the sum had become payable by virtue of a
call duly made and notified.
7. Differentiation as to amounts
The directors may, on the issue of shares, differentiate between the
holders as to the amount of calls to be paid and the times of payment.
E-379
2
FORFEITURE OF SHARES
8. Notice of default
If any person liable therefor fails to pay any call or any instalment
thereof at the time appointed for payment thereof, the directors may at
any time thereafter serve notice on such person requiring payment of the
moneys unpaid together with any interest which may have accrued.
9. Final payment date
The notice shall name a further day (not earlier than the expiration of
14 days from the date of service of the notice) on or before which the
payment required by the notice is to be made, and shall state that, in
the event of non-payment on or before the time appointed, the shares in
respect of which the money was owing will be liable to be forfeited.
10. Forfeiture
If the requirements of any such notice are not complied with, any share
in respect of which the notice has been given may be forfeited at any
time before the required payment has been made, by a resolution of the
directors to that effect. Such forfeiture shall include all dividends and
bonuses declared in respect of the forfeited share and not actually paid
before the forfeiture.
11. Sale of forfeited shares
A forfeited share may be sold or otherwise disposed of on such terms and
in such manner as the directors in their sole discretion think fit and,
at any time before a sale or disposition, the forfeiture may be cancelled
on such terms as the directors think fit. If any forfeited share shall be
sold within 12 months of the date of forfeiture, the residue, if any, of
the proceeds of sale after payment of all costs and expenses of such sale
or any attempted sale and all moneys owing in respect of the forfeited
share and interest thereon as aforesaid shall be paid to the person whose
share has been forfeited or to such person's executors, administrators or
assigns.
12. Cessation of shareholding
A person whose share has been forfeited shall cease to be a shareholder
in respect of the forfeited share, but shall, nevertheless, remain liable
to pay to the company all money which, at the time of forfeiture, was
payable by such person to the company in respect of the share, but that
liability shall cease if and when the company receives payment in full of
all such money in respect of the share.
13. Evidence of forfeiture
A statutory declaration in writing declaring that the declarant is a
director of the company and that a share in the company has been duly
forfeited on a date stated in the declaration shall be conclusive
evidence of the facts therein stated as against all persons claiming to
be entitled to the share.
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0
00. Validity of sale
The company may receive the consideration, if any, given for a forfeited
share on any sale or disposition thereof and may execute a transfer of
the share in favour of the person to whom the share is sold or disposed
of, and such person shall thereupon be registered as the holder of the
share and shall not be bound to see to the application of the purchase
money, if any, nor shall such person's title to the share be affected by
any irregularity or invalidity in the proceedings in reference to the
forfeiture, sale or disposal of the share.
TRANSFER OF SHARES
15.1. Freedom to transfer is qualified
Every change in the ownership of shares in the capital of the company
shall be subject to the limitations and restrictions hereinafter
provided.
15.2. Pre-emptive provisions
No share in the capital of the company shall be sold or transferred by
any shareholder unless and until the tights of pre-emption hereinafter
conferred have been exhausted.
15.3. Transfer notice and fair price
Every shareholder including the personal representative of a deceased
shareholder or the assignee of the property of a bankrupt shareholder
wanting to sell or transfer any share or shares shall give notice in
writing to the directors of the desire to sell or transfer such share or
shares. If such notice includes several shares it shall not operate as if
it were a separate notice in respect of each such share, and the
proposing transferor shall be under no obligation to sell or transfer
some only of the shares specified in such notice. Such notice shall be
irrevocable and shall be deemed to appoint the directors the proposing
transferor's agent to sell such shares in one or more lots to any
shareholder or shareholders of the company (including the directors or
any of them) at a price to be agreed upon between the party giving such
notice and the directors or, failing agreement between them within 28
days of the directors receiving such notice, at a fair price to be
determined on the application of either party by a person to be nominated
by the chairperson for the time being of the Auckland District Law
Society. Such person, when nominated, and in certifying the sum which in
that person's opinion is the fair price for the share, shall be
considered to be acting as an expert and not as an arbitrator and
accordingly the Arbitration Xxx 0000 and any subsequent modifications or
re-enactment thereof shall not apply.
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4
15.4. Offer to shareholders and consequent sale
Upon the price for such shares being agreed on or determined as aforesaid
(as the case may be), the directors shall forthwith give notice to each
of the shareholders (other than the person wanting to sell or transfer
such shares) stating the number and price of such shares and inviting
each of the shareholders to whom the notice is given to state in writing
within 21 days from the date of the notice whether such shareholder is
willing to purchase any and, if so, what maximum number of such shares.
At the expiration of 21 days from the date of the notice the directors
shall apportion such shares amongst the shareholders (if more than one)
who have expressed a desire to purchase the same and as far as may be pro
rata according to the number of shares already held by them respectively,
or if there be only one such shareholder, the whole of such shares shall
be sold to that shareholder, provided however, that no shareholder shall
be obliged to take more than the maximum number of shares stated in that
shareholder's response to such notice. Upon such apportionment being made
or such one shareholder notifying such shareholder's willingness to
purchase, as the case may be, the party wanting to sell or transfer such
share or shares shall be bound, upon payment of the said price, to
transfer such share or shares to the respective shareholders or
shareholder who have or has agreed to purchase the same and, in default
thereof, the directors may receive and give a good discharge for the
purchase money on behalf of the party wanting to sell and enter the name
of the purchasers or purchaser in the share register as holder of such
share or shares so sold.
15.5. Sale of shares not taken by shareholders
In the event of all of such shares not being sold under the preceding
sub-clause within 60 days of the directors receiving notice under clause
15.3 hereof, the party wanting to sell or transfer shall be at liberty
within a further period of 30 days to sell the shares not so sold, but
not a portion only, to persons who are not shareholders, provided
however, that such party shall not sell them for a price less than the
price at which the same have been offered for sale to the shareholders as
aforesaid, but every such sale shall nevertheless be subject to the
provisions of clause 16 hereof.
15.6. Family transactions
Any share may be transferred by a shareholder to, or to trustees for, any
husband or wife or child or grandchild or son-in-law or daughter-in-law
of that shareholder, and any share of a deceased shareholder may be
transferred by his or her executors or administrators to any husband or
wife or child or grandchild or son-in-law or daughter-in-law of the
deceased shareholder, and any share held by trustees under any such trust
as aforesaid may be transferred to any beneficiary (being a husband or
wife or child or grandchild or son-in-law or daughter-in-law of such
shareholder) of such trust, and shares standing in the name of the
trustee of the will of any deceased shareholder or trustees under any
such trust as aforesaid may be transferred upon any change of trustees
for the time being of such will or trust, and the restrictions contained
in the preceding clauses 15.2 to 15.5 hereof inclusive shall not apply to
any transfer authorised by this sub-clause but every such transfer shall
nevertheless be subject to the provisions of clause 16 hereof.
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5
REFUSAL TO REGISTER TRANSFERS
16. Directors' right to refuse registration
Subject to compliance with the provisions of section 84 of the Act, the
directors may refuse or delay the registration of any transfer of any
share to any person whether an existing shareholder or not:
(a) if so required by law;
(b) if registration would impose on the transferee a liability to the
company and the transferee has not signed the transfer;
(c) if a holder of any such share has failed to pay on due date any
amount payable thereon either in terms of the issue thereof or in
accordance with the constitution (including any call made
thereon);
(d) if the transferee is an infant or a person of unsound mind;
(e) if the transfer is in respect of more than one class of shares;
(f) if the transfer is not accompanied by such proof as the directors
reasonably require of the right of the transferor to make the
transfer;
(g) if the pre-emptive provisions contained in clause 15 hereof have
not been complied with.
(h) if the directors acting in good faith decide in their sole
discretion that registration of the transfer would not be in the
best interests of the company and/or any of its shareholders.
NEW ISSUE OF SHARES
17. Disposal of unwanted new shares
New shares offered to shareholders pursuant to section 45 of the Act and
not accepted within the prescribed time or in respect of which an
intimation is received from the person to whom the offer is made
declining such offer may be disposed of by the directors in such manner
as they think most beneficial to the company. If they shall dispose of
any such share at a price in excess of that at which it was offered to a
shareholder, they may in their discretion pay the whole or any part of
such excess to such shareholder.
ACQUISITION OF COMPANY'S OWN SHARES
18. Authority to acquire own shares
For the purposes of sections 59 and 60(l)(b)(ii) of the Act, the company
is hereby expressly authorised to purchase or otherwise acquire shares
issued by it.
PROCEEDINGS AT MEETINGS OF SHAREHOLDERS
19.1. First Schedule modified
The First Schedule to the Act is modified as hereinafter provided.
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6
19.2. Chairperson
Subclause 1(2) of the First Schedule to the Act is deleted and replaced
with the following:
"1(2) If no chairperson of the board has been elected, or if at
any meeting of shareholders the chairperson of the board is not
present within 15 minutes of the time appointed for the
commencement of the meeting, the directors present shall elect one
of their number to be chairperson of the meeting. If at any
meeting no director is willing to act as chairperson, or if no
director is present within 15 minutes of the time appointed for
holding the meeting, the shareholders present shall choose one of
their number to be chairperson of the meeting."
19.3. Notice of meetings
Clause 2 of the First Schedule to the Act is amended as follows:
(a) by deleting subclause (4) and replacing it with the following:
"(4) The chairperson may, and if so directed by the meeting shall,
adjourn the meeting from time to time and from place to place, but
no business shall be transacted at any adjourned meeting other
than the business left unfinished at the meeting from which the
adjournment took place. When a meeting is adjourned for 30 days or
more, notice of the adjourned meeting shall be given as in the
case of an original meeting. Save as aforesaid, it shall not be
necessary to give any notice of an adjournment or of the business
to be transacted at an adjourned meeting";
(b) by adding the following subclause: "(5) The accidental omission to
give a notice of a meeting to, or the non-receipt of a notice of a
meeting by, any person entitled to receive notice thereof shall
not invalidate the proceedings at that meeting."
19.4. Voting
Clause 5 of the First Schedule to the Act is amended as follows:
(a) by deleting subclause (7) and replacing it with the following:
"(7) In the case of an equality of votes, whether voting is by
voice or show of hands or poll, the chairperson of the meeting
shall be entitled to a second or casting vote";
(b) by adding the following subclauses:
"(9) Subject to any rights or restrictions for the time being
attached to any class of shares, every shareholder present in
person or by proxy and voting by voice or on a show of hands shall
have one vote."
"( 10) The chairperson may demand a poll on a resolution either
before or after a vote thereon by voice or on show of hands."
"(11) The demand for a poll may be withdrawn."
"(12) Except as provided in subclause
(13), if a poll is duly demanded it shall be taken in such manner
as the chairperson directs, and the result of the poll shall be
deemed to be the resolution of the meeting at which the poll was
demanded." "(13) A poll demanded on the election of a chairperson
or on a question of adjournment shall be taken forthwith. A poll
demanded on any other question shall be taken at such time and
place as the chairperson of the meeting directs, and any business
other than that upon which a poll has been demanded may be
proceeded with pending the taking of the poll."
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7
19.5. Proxies
Clause 6 of the First Schedule to the Act is amended by adding thereto
the following subclauses: "(6) A proxy form shall be sent with
each notice calling a meeting of the company." "(7) An instrument
appointing a proxy shall be in the following form or a form as
near thereto as circumstances admit:
___________________________ LIMITED
INSTRUMENT APPOINTING A PROXY
I/We ________________________________________________________
of___________________________________________________________
being a member of____________________________________________ Limited
hereby appoint ______________________________________________
[print name of proxy]
of___________________________________________________________
or failing him/her __________________ of_____________________
as my/our proxy to vote for me/us on my/our behalf at the ___ the Annual/Special
Meeting of the company to be held at ________________________ on
commencing at ___________ am/pm [or all meetings of
the company held within 12 months of the date hereof] and at any adjournment of
any such meeting.
Signed this __________ day of______________________________
[Usual signature/s]"
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8
"(8) Where it is desired to afford shareholders an opportunity of voting
for or against a resolution, the instrument appointing a proxy shall be
in the following form or a form as near thereto as circumstances admit:
____________________________ LIMITED
INSTRUMENT APPOINTING A PROXY
I/We ____________________________________________________
of_______________________________________________________
being a member of _______________________________________ Limited
hereby appoint __________________________________________
[print name of proxy]
of_______________________________________________________
or failing him/her ______________________________________
of_______________________________________________________
as my/our proxy to vote for me/us on my/our behalf at the ___ the Annual/Special
Meeting of the company to be held at __________________ on _____________________
commencing at ___________ am/pm and at any adjournment thereof
I/We direct my/our proxy to vote in the following manner
Vote with a tick
Resolutions For Against
1. ______________________________ ____ ____ ____
2. ______________________________ ____ ____ ____
Signed this ____________ day of_______________________
[Usual signature/s]"
E-386
9
"(9) A vote given in accordance with the terms of an instrument of proxy
shall be valid notwithstanding the previous death or insanity of the
appointor or revocation of the proxy or revocation of the authority under
which the proxy was executed, or the transfer of any share in respect of
which the proxy is given, if no intimation in writing of such death,
insanity, revocation or transfer as aforesaid has been received by the
company before the start of the meeting or adjourned meeting at which the
proxy is used."
"(10) The instrument appointing a proxy and a power of attorney or other
authority, if any, under which it is signed or a notarially certified
copy of that power or authority shall be deposited at the registered
office of the company or at such other place within New Zealand as is
specified for that purpose in the notice convening the meeting not less
than 48 hours before the time for holding the meeting or adjourned
meeting at which the person named in the instrument proposes to vote or,
in the case of a poll, not less than 24 hours before the time appointed
for the taking of the poll, and in default, the instrument of proxy shall
be treated as invalid."
19.6. Postal votes
Clause 7 of the First Schedule to the Act providing for postal votes is
deleted.
19.7. Resolutions in lieu of meeting
A shareholders' resolution in lieu of meeting authorised by section 122
of the Act may consist of several documents in like form, each signed by
one or more shareholders. A facsimile of any such signed resolution shall
be as valid and effectual as the original signed document with effect
from completion of its transmission.
DIRECTORS
20. Number of directors
The minimum and maximum number of directors may be determined from time
to time by the board, and unless so determined, the minimum number shall
be one and there shall be no maximum number.
21. Tenure of office
Each director of the company shall hold office until:
(a) removal in accordance with the constitution; or
(b) vacation of office pursuant to section 157 of the Act; or
(c) vacation of office resulting ipso facto from being absent without
permission of the directors from three consecutive meetings of the
directors.
22.1. Appointment and removal of directors
Section 153 of the Act is qualified as hereinafter provided.
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10
22.2. Appointment by shareholders
The directors of the company shall be such person or persons as may from
time to time be appointed either by the shareholders by ordinary
resolution or by notice in writing to the company signed by the holder or
holders of a majority of the shares in the capital of the company but so
that the total number of directors shall not at any time exceed the
maximum number, if any, fixed pursuant to clause 20 hereof Every director
shall hold office subject to the provisions of this constitution and may
at any time be removed from office by ordinary resolution of the
shareholders or by notice in writing to the company signed as aforesaid.
Directors may be appointed individually or together unless the
shareholders by ordinary resolution require any director's appointment to
be voted on individually.
22.3. Appointment by directors
The directors shall have power at any time and from time to time to
appoint any person to be a director either to fill a casual vacancy or as
an additional director but so that the total number of directors shall
not at any time exceed the maximum number, if any, fixed pursuant to
clause 20 hereof
23. Cross directorships
A director of the company may be or become a director or other officer
of, or otherwise interested in, any company promoted by the company or in
which the company may be interested as shareholder or otherwise, and no
such director shall be accountable to the company for any remuneration or
other benefits received by him or her as a director or officer of, or
from his or her interests in, any such other company unless the company
otherwise directs or the law requires.
24. Professional directors
Any director may act by himself or herself or his or her firm in a
professional capacity for the company, and a director or firm shall be
entitled to remuneration for professional services as if he or she were
not a director provided that nothing herein contained shall authorise a
director or his or her firm to act as auditor to the company.
25. Directors' gratuities
Subject to the provisions of section 161 of the Act the directors on
behalf of the company may:
(a) pay a gratuity or pension or allowance on retirement to any
director of the company or in the case of a director's death to
his or her spouse or dependants; and
(b) make contributions to any fund and pay premiums for the purchase
or provision of any such benefit.
The amount so paid or used as a base for calculating any such benefit
shall not, without the sanction of an ordinary resolution of
shareholders, exceed the total remuneration paid by the company to such
director as a director in respect of any three financial years selected
by the directors during which he was a director. All such benefits paid
or payable shall be in addition to normal amounts or benefits paid or
payable to any such director from any superannuation scheme established
by the company or any of its subsidiaries.
X-000
00
00. Alternate directors
Each director shall have the power from time to time to nominate, by
notice in writing to the company, any person not already a director and
who is acceptable to the majority of other directors to act as an
alternative director in his or her place either for a specified period or
generally during the absence from time to time of such director and in
like manner to remove any such alternate director. Unless otherwise
provided for by the terms of his or her appointment, an alternative
director shall have the same rights, powers and privileges (including the
tight to receive notice of meetings of directors but excluding the power
to appoint an alternative director) and shall discharge all the duties of
and be subject to the same provisions as the director in whose place he
or she acts. An alternate director shall not be remunerated otherwise
than out of the remuneration of the director in whose place he or she
acts and shall ipso facto vacate office if and when the director in whose
place he or she acts vacates office. Any notice appointing or removing an
alternate director may be given by delivering the same or by sending the
same through the post or by facsimile to the company and shall be
effective as from the receipt thereof
27.1. Proceedings of directors
The provisions of the Third Schedule to the Act are deleted and replaced
as hereinafter provided.
27.2. Regulation of meetings, quorum and convening
The directors may meet together for the dispatch of business, adjourn and
otherwise regulate their meetings as they think fit. The quorum necessary
for the transaction of business by the directors may be fixed by the
directors and, unless so fixed, shall be the majority of the directors. A
director may, and an employee at the request of a director shall, at any
time, by any means of communication, summon a meeting of the directors.
It shall not be necessary to give notice of a meeting of directors to any
director for the time being absent from New Zealand.
27.3. Voting
Questions arising at any meeting of directors shall be decided by a
majority of votes. In cases of an equality of votes the chairperson shall
have a second or casting vote, provided that where two directors form a
quorum and only two directors entitled to vote are present at a meeting,
the chairperson of such meeting shall not have a second or casting vote.
No business shall be transacted when a quorum is not present.
27.4. Vacancies
The continuing directors may act notwithstanding any vacancy in their
body, but if and so long as their number is reduced below the number
necessary for a quorum, the continuing directors or director may act only
for the purpose of increasing the number of directors to the number
necessary for a quorum or for the purpose of summoning a special meeting
of the company
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12
27.5. Chairperson
The directors may elect a chairperson of their meetings and determine the
period for which he or she is to hold office; but if no such chairperson
is elected, or if at any meeting the chairperson is not present within
five minutes after the time appointed for the meeting, the directors
present may choose one of their number to be chairperson of the meeting.
27.6. Resolution in writing
A resolution in writing, signed by all the directors for the time being
entitled to receive notice of a meeting of the directors, shall be as
valid and effectual as if it had been passed at a meeting of directors
duly convened and held. Any such resolution may consist of several
documents in like form, each signed by one or more directors. A facsimile
of any such signed resolution shall be as valid and effectual as the
original signed document with effect from completion of its transmission.
27.7. Method of meeting
A meeting of the directors may be held either:
(a) by a number of the directors who constitute a quorum being
assembled together at the place, date and time appointed for the
meeting; or
(b) by means of audio, or audio and visual, communication by which all
directors participating and constituting a quorum can
simultaneously hear each other throughout the meeting.
27.8. Minutes
The directors shall ensure that minutes are kept of all proceedings at
meetings of the directors.
DIRECTOR'S INDEMNITY
28. Indemnity authorised
The company is hereby expressly authorised to indemnify and/or insure any
director or employee against liability for acts or omissions and/or costs
incurred in connection with claims relating thereto of the type
specifically contemplated by subsections (3), (4) and (5) of section 162
of the Act to the maximum extent permitted by those subsections.
E-390
13
DIVIDENDS
29. Dividends on shares not fully paid up to be paid pro rata
Subject to the rights of persons, if any, entitled to shares with special
rights as to dividend, all dividends on shares not fully paid up shall be
authorised and paid in proportion to the amount paid to the company in
satisfaction of the liability of the shareholder to the company in
respect of the shares either under the constitution of the company or
pursuant to the terms of issue of the shares. No amount paid or credited
as paid on a share in advance of calls shall be treated for these
purposes as paid on the share. All dividends shall be apportioned and
paid proportionately to the amounts paid or credited as paid on the
shares during any portion or portions of the period in respect of which
the dividend is paid, but if any share is issued on terms providing that
it shall rank for dividend as from a particular date that share shall
rank for dividend accordingly.
30. Deduction of unpaid calls
The directors may deduct from any dividend payable to any shareholder any
sums of money, if any, currently payable by such shareholder to the
company on account of calls or otherwise in relation to the shares on
which such dividends are payable.
31. Payment by cheque or warrant
Any dividend, interest, or other money payable in cash in respect of
shares may be paid by cheque or warrant sent through the post directed to
the registered address of the holder, or, in the case of joint holders,
to the registered address of that one of the joint holders who is first
named in the share register or to such person and to such address as the
holder or joint holders may in writing direct. Every such cheque or
warrant shall be made payable to the order of the person to whom it is
sent. Any one of two or more joint holders may give effectual receipts
for any dividends, bonuses, or other money payable in respect of the
shares held by them as joint holders.
32. No interest
No dividend shall bear interest against the company.
33. Unclaimed dividends
All dividends unclaimed for one year after having been authorised may be
invested or otherwise made use of by the board for the benefit of the
company until claimed, and all dividends unclaimed for five years after
having been declared may be forfeited by the board for the benefit of the
company. The board may, however, annul any such forfeiture and agree to
pay a claimant who produces, to the boards satisfaction, evidence of
entitlement to the amount due to such claimant, unless in the opinion of
the board such payment would embarrass the company
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14
NOTICES
34. Service
A notice may be served by the company upon any director or shareholder
either personally or by posting it by fast post in a prepaid envelope or
package addressed to such director or shareholder at such person's last
known address or by delivery to a document exchange or by facsimile to
the facsimile telephone number of such director or shareholder.
35. Time of service by facsimile
A notice served by facsimile shall be deemed to have been served on the
day following completion of transmission thereof.
36. Time of service by post
A notice sent by post or delivered to a document exchange shall be deemed
to have been served:
(a) in the case of a person whose last known address is in New
Zealand, at the expiration of 48 hours after the envelope or
package containing the same was duly posted or delivered in New
Zealand; and
(b) in the case of a person whose last known address is outside New
Zealand, at the expiration of seven days after the envelope or
package containing the same was duly posted by fast post in New
Zealand.
37. Proof of service
In proving service by post or delivery to a document exchange it shall be
sufficient to prove that the envelope or package containing the notice
was properly addressed and posted or delivered with all attached postal
or delivery charges paid. In proving service by facsimile, it shall be
sufficient to prove that the document was properly addressed and sent by
facsimile.
38. Service on joint holders
A notice may be given by the company to the joint holders of a share by
giving the notice to the joint holder first named in the share register
in respect of the share.
39. Service on representatives
A notice may be given by the company to the person or persons entitled to
a share in consequence of the death or bankruptcy of a shareholder by
addressing it to such person or persons by name or by title or by any
appropriate description, at the address, if any, within New Zealand
supplied for the purpose by the person or persons claiming to be so
entitled, or (until such an address has been so supplied) by giving the
notice in any manner in which the same might have been given if the death
or bankruptcy had not occurred.
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15
LIQUIDATION
40. Distribution of surplus assets
Subject to the terms of issue of any shares in the company and to clause
41, upon the liquidation of the company the assets, if any, remaining
after payment of the debts and liabilities of the company and the costs
of winding-up ("the surplus assets") shall be distributed among the
shareholders in proportion to their shareholding provided, however, that
the holders of shares not fully paid up shall receive only a
proportionate share of their entitlement being an amount which is in
proportion to the amount paid to the company in satisfaction of the
liability of the shareholder to the company in respect of the shares
either under the constitution of the company or pursuant to the terms of
issue of the shares.
41. Distribution in specie
Upon a liquidation of the company, the liquidator, with the sanction of
an ordinary resolution of shareholders and any other sanction required by
law, may divide amongst the shareholders in kind the whole or any part of
the assets of the company (whether they consist of property of the same
kind or not) and may for that purpose set such value as the liquidator
deems fair upon any property to be divided as aforesaid and may determine
how the division shall be carried out as between the shareholders or
different classes of shareholders. The liquidator may, with the like
sanction, vest the whole or any part of any such assets in trustees upon
such trusts for the benefit of the shareholders as the liquidator thinks
fit, but so that no shareholder shall be compelled to accept any shares
or other securities whereon there is any liability.
REMOVAL FROM THE NEW ZEALAND REGISTER
42. Directors may apply for removal
In the event that:
(a) the company has ceased to carry on business, has discharged in
full its liabilities to all its known creditors, and has
distributed its surplus assets in accordance with its constitution
and the Act; or
(b) the company has no surplus assets after paying its debts in full
or in part, and no creditor has applied to the Court under section
241 of the Act for an order puffing the company into liquidation;
the board of directors may in the prescribed form request the Registrar
to remove the company from the New Zealand register.
Certified as the constitution of the company
--------------------------------------------
Applicant
E-393
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project
manager
workbench
---------
14 June 1988
Xx Xxxx Xxxxx
0/00 Xxxxx Xxxxxx
Xx Xxxxxxx
XXXXXXXX
Dear Xxxx
I am very pleased to hear that you have decided to join Xxxxxxx Enterprises Ltd
as a Technical Consultant commencing Tuesday, 21st June 1988.
Below are the board details of the terms and conditions of your employment.
1) Your gross annual salary will be $41,000 p.a. to be reviewed after
six months. In addition to your base salary there will be a profit
dependent bonus of approximately 10% paid at the end of March
1988. This bonus will be based on the profitability of your
projects through a formular to be determined on a consultation
with yourself before the 30 June.
2) Holiday entitlement is four weeks per annum (20 working days) to
be taken in the twelve months from date of employment, and from
anniversary date of employment each year.
3) The company will pay all reasonable travel and hotel expenses,
etc, when you are working away from home.
4) One month's notice in writing will be required by either party to
terminate this employment contract.
Would you kindly confirm your acceptance of the above terms by signing and
returning the copy of letter attached. I look forward to you joining Xxxxxxx
Enterprises in its future ventures.
Yours sincerely
Xxxxxxx Enterprises Ltd
/s/ Xxxxx Xxxxxxx /s/ Xxxx Xxxxx 14/6/88
----------------------------- ------------------------------
Xxxxx Xxxxxxx PMW Centre
Director Xxxxxxx Enterprises Ltd
Xxxxxx Xxxxx 00 XXXXXXXXX
X-000
OBJECTIVES FOR XXXX XXXXX
1 To reduce the problem RFS's to 2 a month from the 1st. October 1988.
2 To obtain 10 chargeable days per month from 1 October 1988.
3 From the 1st. August 1988 ensure that the Works Vax is available 95% of
the time during the working (8.00 to 18.00) day.
4 To obtain a working knowledge of a designated 4GL by 1st. February 1989.
5 To gain a working knowledge of the Project Management products by 1st.
November 1988.
Plan of Action
1 Attend PMW and Bridge courses in July, August and September.
E-395
---------
project
manager
workbench
---------
28 July 1988
Xxxxx Xxxx
0 Xxxxxxxx Xxx
Xxxxxxxx
Xxxxx Xxxx
Dear Xxxxx
I am very pleased to hear that you have decided to join Xxxxxxx Enterprises Ltd
as a Consultant commencing Tuesday, 1st October 1988.
Below are the board details of the terms and conditions of your employment.
1) Your gross salary will be $45,000 p.a. to be reviewed annually, the use of
a car, similar to your current one, a petrol allowance and free rental of
telephone. In addition you will receive a commission of 10% on all fees you
earn after the first $6,000 per month, and 3% on any other person you place
for the company.
2) Holiday entitlement is four weeks per annum (20 working days) to be taken
in the twelve months from date of employment, and from anniversary date of
employment each year.
3) The company will pay all reasonable travel and hotel expenses, etc, when
you are working away from home.
4) One month's notice in writing will be required by either party to terminate
this employment contract.
Would you kindly confirm your acceptance of the above terms by signing and
returning the copy of letter attached. I look forward to you joining Xxxxxxx
Enterprises in its future ventures.
Yours sincerely
XXXXXXX ENTERPRISES LTD
/s/ Xxxxx Xxxxxxx /s/ Xxxxx Xxxxx 17/8/88
-------------------------- ----------------------------
Xxxxx Xxxxxxx PMW Centre
DIRECTOR ILLEGIBLE
E-396
Xxxxxxx Enterprises B Xxxxxxxx Avenue
PMW Centre Waterloo
PD Xxx 0000 Xxxxx Xxxx
Xxxxx Xxxxxx
Xxxxxxxx 0xx August 1988
Xx Xxxxx Xxxxxxx
Dear Xxxx,
Thank you for your letter regarding the offer of a position with Xxxxxxx
Enterprises.
As we discussed on Wednesday evening, 3rd August 1988, I would just like you to
clarify a few points before I formally accept your offer. I think the points we
discussed were as follows;
1. What rate of commission will I recieve for;
- Sales or leads to sales for PMW or other products. 2 1/2%
- Fees for people placed on training courses. ILLEGIBLE
- Fees for training courses given. ILLEGIBLE
- Any sales or fees earned by people other than myself at NZR. 3%
2. The position of commission payable in the case where a client has agreed
to take a set number of days consultancy per month and days are moved from
one month to another e.g. NZR agree to 9 days per month for 12 months and
then in the first three months they use 18 days per month and no days in
the final 3 months.
3. At what point will commission be paid eg monthly. ILLEGIBLE
If there is anything not included on this list, or any other matter you like to
add or discuss please let me know.
I look forward to getting these final points clarified and joining you on the
1st October 1988.
Yours sincerely
/s/ Xxxxx Xxxxx
---------------------
Xxxxx Xxxxx.
E-397
pritech
PROJECT INFORMATION TECHNOLOGY
(A DIVISION OF XXXXXXX ENTERPRISES)
Memorandum of Directors
of
Xxxxxxx Enterprises Ltd
1st November 1988
--------------------------------------------------------------------------------
In line with senior employees of the company:
1. The directors holiday entitlement will be four weeks (20 working days) per
annum;
2. The directors sick leave entitlement is ten (10) working days;
3. The company will pay all reasonable travel and hotel expenses, etc, when
directors are working away from home; and
4. The company will pay car running costs, parking and telephone charges.
/s/ X.X. Xxxxxxx
-------------------
X.X. Xxxxxxx
/s/ X.X. Xxxxxxx
-------------------
X.X. Xxxxxxx
E-398
Salaries & Remuneration for Directors
1 - Remuneration for 1st May 1997 onwards shall be as follows:DCA $170k pa plus
car, car park, health insurance, DCW $150k pa plus car, car park, health
insurance; GEA $140k pa plus car park, health insurance, internet xxxx. Salaries
to be reviewed after 2 years.
2 - Policy for paying dividends to be:
No dividend for YE April 1997;
No dividend in any year unless taxable profit growth has been 15% over the
previous year and averaged at least 15% over the previous two years;
No dividend in any year where or to the extent that this will bring
shareholders funds below 10% of gross revenues for the year on which
dividends are being considered;
No dividend where or to the extent that payment of a dividend would put the
directors in breach of their fiducary obligations to maintain company liquidity.
E-399
Date Prob. Company / Opportunity Product Month ValueCycle Status
Division type
==============================================================================================================
04/02/98 Auckland
50%
04/02/98 NZ Dairy Foods/ Leave Application Consulting 03/98 $3,000 Open Proposal
Main system
09/02/98 Auckland
50%
09/02/98 NZI Insurance/ Architecture Consulting,Lotus 04/98 $10,OOO Open Proposal
Main review Administration,M
Companions
11/02/98 Auckland
0%
11/02/98 Pritech / Auckland Example ABTRepo/TW 09/98 $1,000 Open Inquiry
12/02/98 Auckland
50%
12/02/98 Clear Notes based NotesDomino 03/98 $55,OOO Open Proposal
Communications Documentation
Ltd / Main Management
12/02/98 Wellington
90%
12/02/98 Royal & Notes NotesDomino 03/98 $50,OOO Open Closure
SunAlliance Life/ Infrastructure
Main Implementation
13/02/98 Wellington
50%
13/02/98 NZ Post / Main Project NotesDomino 03/98 $50,OOO Open Proposal
Management
16/02/98 Wellington
Approver%
16/02/98 NZ Police / Repository/ABT ABTRepo/TW 03/98 $20,OOO Open On Track
Policing 2000 Connect
Strategy Group
16/02/98 (Not Categorized)
100%
16/02/98 Statistics New Notebooks on Line NoteBOOKS 03/98 $50,000 Open Collection
Zealand / Installation
Wellington
16/02/98 Wellington
20%
16/02/98 Statistics New Domino.doc Demo NotesDomino 03/98 $25,OOO Open Demo/RFI
Zealand /
Wellington
16/02/98 Wellington
100%
16/02/98 Ministry of Health/ Notebooks on Line NoteBOOKS 03/98 $50,000 Open Collection
Main
16/02/98 Wellington
90%
16/02/98 Xxxxxxx Notes Installation NotesDomino 03/98 $20,000 Open Closure
Wellington / Main
16/02/98 Wellington
0%
16/02/98 AMP / Main Outsourcing Notes 03/98 $120,OOO Open Lost
Contract Development, Lot
Administration
16/02/98 Wellington
Approver%
16/02/98 IBM / Wellington CSP renewals ABTRepo/TW 03/98 $5,000 Open On Track
16/02/98 (Not Categorized)
0%
16/02/98 Accident Project Office ABTRepo/TW 03/98 $3,500 Open Inquiry
Compensation
Corp / Main
E-400
Date Prob. Company / Opportunity Product Month ValueCycle Status
Division type
==============================================================================================================
17/02/98 Wellington
20%
17/02/98 Xxxxxx Group / Notes Demo NotesDomino 03/98 $30,000 Open Demo/RFI
Main
17/02/98 Wellington
50%
17/02/98 The Open Services proposal Lotus End User 03/98 $10,OOO Open Proposal
Polytechnic of Applications
New Zealand /
Main Campus
17/02/98 Wellington
0%
17/02/98 AMPlus / IT ABT toolset ABTRepo/TW 05/98 $50,000 0xxx Xx Track
Services training
17/02/98 Wellington
10%
17/02/98 AMPlus / IT GWI Help GWI Help! 03/98 $30,000 Open Inquiry
Services Installation
17/02/98 Wellington
50%
17/02/98 Wang (NZ) Ltd / Notes Basic NotesDomino 03/98 $15,OOO Open Proposal
Christchurch Training
18/02/98 Wellington
0%
18/02/98 Xxxxxx Xxxxxxxx / Project Risk Project Risk 03/98 $2,8l2 Open Inquiry
Business
Consulting
18/02/98 (Not Categorized)
25%
18/02/98 Transit New Web Site NotesDomino 02/98 $30,000 Open Request for
Zealand / Main Development proposal
20/02/98 (Not Categorized)
95%
20/02/98 XxXxxx-Xxxxxxxx XxXxxx XXXX PEET 03/98 $8,8OO Open Delivery
/ Main
23/02/98 Auckland
20%
23/02/98 Royal & GWI Help GWI Help! 04/98 $30,OOO Open Demo/RFI
SunAlliance Life /
Main
23/02/98 Auckland
90%
23/02/98 Mercury Energy/ 360 App 360 application $12,OOO Open Closure
HR
23/02/98 Auckland
90%
23/02/98 Niro NZ / Main Notes Install NotesDomino 04/98 $50,000 Open Closure
23/02/98 (Not Categorized)
90%
23/02/98 XxXxxx-Xxxxxxxx XXXX PEET 03/98 $8,800 0pen Closure
/ Main
23/02/98 (Not Categorized)
50%
23/02/98 Auckland Rugby Web Page Domino 05/98 $30,OOO Open Proposal
Union / Auckland
Blues
23/02/98 Auckland
25%
23/02/98 Xxxxxxx / Main Learning Space Learning Space 10/98 $20,000 Open Request for
proposal
23/02/98 Auckland
E-401
Date Prob. Company / Opportunity Product Month ValueCycle Status
Division type
================================================================================================================
50%
23/02/98 Coca-Cola Amatil GWI Help GWI Help! 04/98 $10,000 Open Proposal
(NZ) Ltd / Main
23/02/98 Auckland
60%
23/02/98 Financial Systems GWI Help GWI Help! 03/98 $10,OOO Open Negotiation
Ltd / Main
23/02/98 Auckland
0%
23/02/98 MIRINZ Meat ABT Repository ABTRepo/TW 05/98 $132,OOO Open
Research / Main
23/02/98 Auckland
50%
23/02/98 Vita NZ / Main Notes licenses NotesDomino 03/98 $20,000 Open Proposal
24/02/98 Wellington
Consultant%
24/02/98 MAF Regulatory 1 Day PMW ABTRepo/TW 03/98 $2,000 Open Slightly Behind
Authority / Main Training Schedule
24/02/98 Auckland
10%
24/02/98 Xxxxxxxx XXX Help GWI Help! 04/98 $20,000 Open Inquiry
Aluminium / Main
25/02/98 Auckland
0%
25/02/98 Clear PMW for Project ABTRepo/TW 04/98 $20,000 Open Inquiry
Communications
Ltd/Main
25/02/98 Wellington
0%
25/02/98 ANZ Bank / Main Repository Roll out ABTRepo/TW 03/98 $500,000 Open Inquiry
25/02/98 Wellington
10%
25/02/98 Tranz Rail Limited GWI Help GWI Help! 03/98 $15,000 Open Inquiry
/ Main
25/02/98 Wellington
10%
25/02/98 Tranz Rail Limited Web Page Control GWI Help! 03/98 $12,000 Open Inquiry
/ Main
25/02/98 Wellington
10%
25/02/98 Prudential Help! expansion GWI Help! 03/98 $12,000 Open Inquiry
Assurance Limited
/Main
26/02/98 Auckland
60%
26/02/98 Purity Foods / Notes Consulting 05/98 $20,000 Open Negotiation
Main Development
26/02/98 (Not Categorized)
100%
26/02/98 Statistics New Notes Pump Pilot NotesDomino 03/98 $20,OOO Open Collection
Zealand /
Wellington
26/02/98 (Not Categorized)
95%
26/02/98 MAF Regulatory SLA Notes 03/98 $100,000 0pen Delivery
Authority / Main Development,No
Support
26/02/98 (Not Categorized)
10%
26/02/98 New Zealand Dairy Admin and Lotus 03/98 $120,000 0pen Inquiry
Board / Main Support SLA Administration
E-402
Date Prob. Company / Opportunity Product Month ValueCycle Status
Division type
=============================================================================================================
26/02/98 Auckland
10%
26/02/98 Dynamic Controls Service Database NotesDomino 03/98 $25,000 Open Inquiry
Ltd / Main
26/02/98 Wellington
0%
26/02/98 IBM / Wellington Repository ABTRepo/TW 03/98 $15,000 Open Inquiry
26/02/98 Wellington
10%
26/02/98 Ministry of Fax Server GWI Help! 03/98 $6,000 Open Inquiry
Transport / Main
27/02/98 Wellington
10%
27/02/98 Axon Computer Castrol support 03/98 $12,000 Open Inquiry
Systems Ltd /
Wellington
27/02/98 Wellington
50%
27/02/98 Axon Computer Document Routing 03/98 $19,000 Open Proposal
Systems Ltd /
` Wellington
27/02/98 Wellington
0%
27/02/98 XXXXX / Training ABTRepo/TW 03/98 $4,950 Open Inquiry
Wellington
27/02/98 Wellington
10%
27/02/98 Caltex Oil (N.Z.) Notes NotesDomino $O Open Inquiry
Ltd/Main
27/02/98 Wellington
10%
27/02/98 ECNZ / Twizel Knowledge Domino.doc 05/98 $50,000 Open Inquiry
Management
27/02/98 Wellington
10%
27/02/98 Education Review Annual Declaration 03/98 $10,000 Open Inquiry
Office / Main database
27/02/98 Wellington
10%
27/02/98 Education Review Web Development NotesDomino 06/98 $20,000 Open Inquiry
Office / Main
27/02/98 Wellington
10%
27/02/98 GNB Notes NotesDomino 06/98 $10,000 Open Inquiry
Technologies / implementation
Main
27/02/98 Wellington
0%
27/02/98 IBM / Wellington Repository ABTRepo/TW 04/98 $11,000 Open Inquiry
27/02/98 Wellington
10%
27/02/98 South Pacific Contact 04/98 $10,000 0pen Inquiry
Tyres / Main Management
27/02/98 Wellington
0%
27/02/98 Totalisator Agency Time Recording ABTRepo/TW 07/98 $60,OOO Open Inquiry
Board (TAB). /
Wellington
27/02/98 Wellington
10%
E-403
Date Prob. Company / Opportunity Product Month ValueCycle Status
Division type
==============================================================================================================
27/02/98 Transit New Notes Support 03/98 $10,OOO Open Inquiry
Zealand / Main
27/02/98 Wellington
20%
27/02/98 AMPlus / IT GWI Help GWI Help! 03/98 $10,000 Open Demo/RFI
Services
27/02/98 Auckland
0%
27/02/98 Xxxxxxxx Challenge PMW ABT PWW 04/98 $5,000 Open Inquiry
Forest / Main
27/02/98 Auckland
60%
27/02/98 Xxxx Agencies / Notes/GWI GWI Contact 04/98 $17,000 Open Negotiation
Main Contact
28/02/98 Auckland
70%
28/02/98 Forest Research Service Desk GWI Help! 04/98 $10,000 Open Product
Inst. / Main Evaluation
02/03/98 Auckland
0%
02/03/98 Policy Notes Intranet NotesDomino 04/98 $233,000 Open Lost
Management
Systems
Corporation / Main
03/03/98 Auckland
10%
03/03/98 Tranz Rail Limited Notes 03/98 $0 Open Inquiry
/ Main
03/03/98 Auckland
10%
03/03/98 Pritech / Demo Demo GWI Help! 04/98 $10,000 Open Inquiry
04/03/98 Wellington
25%
04/03/98 Ministry of Health/ Web Site NotesDomino 04/98 $5,000 Open Request for
Main Development proposal
04/03/98 Wellington
10%
04/03/98 NZ Police / INCIS Notes Messaging NotesDomino 04/98 $10,000 Open Inquiry
Project
10/03/98 Wellington
100%
10/03/98 Ministry of Health/ Word NotesDomino 04/98 $500 Open Collection
Main Objects/templates
in Notes
10/03/98 Wellington
` 10%
10/03/98 Statistics New Notes Data NotesDomino 04/98 $2,000 Open Inquiry
Zealand / conversion
Wellington
13/03/98 Auckland
10%
13/03/98 Bendon Hickory Order Entry Contact $20,OOO Open Inquiry
Ltd / Main Management
16/03/98 Auckland
10%
16/03/98 Tranz Rail Limited Notes Lotus 05/98 $20,000 Open Inquiry
/Main Administration Administration
16/03/98 Auckland
10%
16/03/98 Tranz Rail Limited Notes Support Support 05/98 $20,000 Open Inquiry
/ Main Contract
E-404
Date Prob. Company / Opportunity Product Month ValueCycle Status
Division type
=============================================================================================================
16/03/98 Wellington
10%
16/03/98 ECNZ /Wellington GWI Help! GWI Help! 03/98 $10,OOO Open Inquiry
16/03/98 Wellington
10%
16/03/98 ECNZ / Wellington Notes Licencing Notes clients 05/98 $10,000 Open Inquiry
16/03/98 (Not Categorized)
10%
16/03/98 ECNZ / Wellington SLAl renewal 06/98 $24,000 Open Inquiry
16/03/98 (Not Categorized)
0%
16/03/98 WestpacTrust / Repository ABTRepo/TW 06/98 $15,OOO Open Inquiry
Main Implementation
16/03/98 (Not Categorized)
10%
16/03/98 WestpacTrust / CSC 7.4 06/98 $8,OOO Open Inquiry
Main
16/03/98 Auckland
10%
16/03/98 New Zealand Dairy DARTS Rel 2.0 03/98 $10,OOO Open Inquiry
Board / Main
16/03/98 (Not Categorized)
10%
16/03/98 Prudential Application 03/98 $10,000 Open Inquiry
Assurance Limited
/ Main
16/03/98 (Not Categorized)
10%
16/03/98 ANZ Bank / Main Reports Consulting 03/98 $4,000 Open lnquiry
Development
16/03/98 Auckland
10%
16/03/98 ECNZ / Wellington CTS Project 03/98 $22,000 Open Inquiry
16/03/98 Wellington
60%
16/03/98 South Pacific Customer 03/98 $2,000 Open Negotiation
Tyres / Main Tracking
Enhancements
Review
16/03/98 Wellington
10%
16/03/98 South Pacific Cognos Agents 03/98 $5,000 Open Inquiry
Tyres / Main
16/03/98 Wellington
10%
16/03/98 South Pacific Stock Listing 04/98 $20,000 Open Inquiry
Tyres / Main Application
16/03/98 Wellington
10%
16/03/98 South Pacific Training 04/98 $4,000 Open Inquiry
Tyres / Main
16/03/98 (Not Categorized)
10%
16/03/98 Ministry of MTS 05/98 $10,000 Open Inquiry
Transport / Main Enhancements
16/03/98 (Not Categorized)
10%
16/03/98 Ministry of OutMins 05/98 $5,000 Open Inquiry
Transport / Main Enhancements
16/03/98 Auckland
E-405
Date Prob. Company / Opportunity Product Month ValueCycle Status
Division type
=============================================================================================================
10%
16/03/98 Cybernet / Main GWI Contact GWI Help! 04/98 $5,000 Open Inquiry
16/03/98 Auckland
10%
16/03/98 Tranz Rail Limited Time Recording ABTRepo/TW,N 06/98 $O Open Inquiry
/Main
16/03/98 Auckland
10%
16/03/98 Xxxxxxx Pembroke GWI Help GWI Help! 04/98 $12,OOO Open Inquiry
/ Main
16/03/98 Auckland
20%
16/03/98 BTR / Main GWI Help GWI Help! 04/98 $12,OOO Open Demo/RFI
16/03/98 Auckland
60%
16/03/98 Toyota Finance / Notes install NotesDomino 04/98 $22,000 Open Negotiation
Main
16/03/98 Auckland
10%
16/03/98 Postec / Main GWI Help GWI Help! 05/98 $12,000 Open Inquiry
16/03/98 (Not Categorized)
10%
16/03/98 Sealcorp / Cust Contact Contact $10,OOO Open Inquiry
Management Management
16/03/98 (Not Categorized)
20%
16/03/98 Omron Electronics Notes Domino.Doc 05/98 $12,000 Open Demo/RFI
Ltd / Main Documentation
16/03/98 Auckland
60%
16/03/98 Sony Music / Main Internet Domino(WEB) 06/98 $18,OOO Open Negotiation
Development
16/03/98 (Not Categorized)
60%
16/03/98 Systems Advisory Feltex Notes Support 04/98 $15,000 Open Negotiation
Services / Main development Contract
17/03/98 Auckland
60%
17/03/98 AON Risk Schemes Consulting 05/98 $120,OOO Open Negotiation
Services / Main
17/03/98 Auckland
95%
17/03/98 Bureau Veritas / Contact/Audit NotesDomino 04/98 $15,000 Open Delivery
Main
17/03/98 Auckland
70%
17/03/98 AON Risk Notes to Users GWI Help! 04/98 $15,000 0pen Product
Services / Main Evaluation
17/03/98 Auckland
50%
17/03/98 Bureau Veritas / Contact/Audit NotesDomino 05/98 $40,000 Open Proposal
Main Phase 3
18/03/98 Auckland
0%
18/03/98 Xxxxxxx PMW ABT PWW 06/98 $5,000 Open Inquiry
Manufacturing /
Main
18/03/98 Auckland
20%
18/03/98 Xxxxxxx Notes Domino(WEB) 06/98 $1O,0O0 Open Demo/RFI
Manufacturing / development Development
Main
E-406
Date Prob. Company / Opportunity Product Month ValueCycle Status
Division type
=============================================================================================================
18/03/98 Auckland
10%
18/03/98 BTR / Main GWI Other GWI Help! 06/98 $25,000 Open Inquiry
helpdesks
18/03/98 Auckland
20%
18/03/98 CSI Ltd / Main GWI Help GWI Help! 04/98 $8,000 Open Demo/RFI
18/03/98 Auckland
10%
18/03/98 Pritech / Demo Test Opportunity BB Service 12/98 $1 Lost Inquiry
20/03/98 Auckland
20%
20/03/98 CSC NZ / Main Notes applications Lotus End User 07/98 $20,000 Open Demo/RFI
Applications
23/03/98 Wellington
10%
23/03/98 Telecom New Quality Review Lotus 03/98 $5,000 Open Inquiry
Zealand Ltd / Companions
ICMS Group-
Year 2000 Project
23/03/98 Wellington
10%
23/03/98 ECNZ / Wellington Contractors and 04/98 $4,000 Open Inquiry
Projects Database
23/03/98 Wellington
10%
23/03/98 ECNZ / Wellington Event Reporting 04/98 $5,600 Open Inquiry
Database
23/03/98 Wellington
10%
23/03/98 ECNZ / Wellington Core Contacts 04/98 $5,800 Open Inquiry
R3.0
23/03/98 Wellington
10%
23/03/98 ECNZ / Wellington Compliance 04/98 $1,500 Open Inquiry
Application
Enhancements
23/03/98 Wellington
10%
23/03/98 ECNZ / Wellington Midas Import 04/98 $3,000 Open Inquiry
24/03/98 Auckland
0%
24/03/98 CSC NZ / Main ABT Repository ABTRepo/TW 07/98 $30,000 Open Inquiry
24/03/98 Auckland
10%
24/03/98 Amway/ Main Notes Dev Notes 06/98 $10,O00 Open Inquiry
Development
24/03/98 Auckland
10%
24/03/98 Amway / Main Web site Domino(WEB) 07/98 $20,O00 Open Inquiry
Development
24/03/98 Auckland
25%
24/03/98 IBM / Xxxx XXX Contact GWI Contact 04/98 $15,000 Open Request for
proposal
24/03/98 Wellington
0%
24/03/98 WestpacTrust / Time Recording ABTRepo/TW 05/98 $50,000 Open Inquiry
Main
24/03/98 (Not Categorized)
E-407
Date Prob. Company / Opportunity Product Month ValueCycle Status
Division type
=============================================================================================================
10%
24/03/98 Accident PMW Training 03/98 $4,150 Open Inquiry
Compensation Course
Corp / Main
25/03/98 Auckland
10%
25/03/98 Xxxxx X Xxxxx & Notes Implement NotesDomino 06/98 $20,000 Open Inquiry
Co / Takapuna
30/03/98 Auckland
10%
30/03/98 Xxxxxxx Xxxxxxx Move to Consulting 04/98 $20,000 Open Inquiry
Investments / Main Beach Haven
30/03/98 Auckland
10%
30/03/98 NZI Insurance / Roles and 05/98 $10,OOO Open Inquiry
Main responsibilities
system
E-408
